EX-10.1



 Exhibit 10.1 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

DATED AS OF DECEMBER 22, 2015 
 by
and among 
 CARTER VALIDUS OPERATING PARTNERSHIP II, LP, 

AS BORROWER, 
 KEYBANK NATIONAL
ASSOCIATION, 
 THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT 

AND 
 OTHER LENDERS THAT MAY
BECOME 
 PARTIES TO THIS AGREEMENT, 

KEYBANK NATIONAL ASSOCIATION, 
 AS
AGENT, 
 AND SUNTRUST BANK, 

AS SYNDICATION AGENT 
 AND 

KEYBANC CAPITAL MARKETS, INC., AND SUNTRUST ROBINSON HUMPHREY, INC. 

AS JOINT LEAD ARRANGERS AND JOINT BOOK RUNNERS 

AND 
 CAPITAL ONE, NATIONAL
ASSOCIATION AND TEXAS CAPITAL BANK, N.A., 
 AS CO-DOCUMENTATION AGENTS 







 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is made as of the 22nd day of
December, 2015 by and among CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (the “Borrower”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are parties to
this Agreement as “Lenders”, and the other lending institutions that may become parties hereto as “Lenders” pursuant to §18 (together with KeyBank, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as Agent
for the Lenders (the “Agent”), SUNTRUST BANK, as Syndication Agent (the “Syndication Agent”) and KEYBANC CAPITAL MARKETS, INC. (“KCM”), and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers
and Joint Bookrunners (collectively, the “Joint Arrangers and Bookrunners”), and CAPITAL ONE, NATIONAL ASSOCIATION and TEXAS CAPITAL BANK, N.A., as Co-Documentation Agents (collectively, the “Documentation Agents”).

 R E C I T A L S 

WHEREAS, the Borrower, KeyBank, the Agent and the Lenders have entered into that certain First Amended and Restated Credit Agreement
dated as of December 17, 2014 (the “Original Credit Agreement”); and 
 WHEREAS, the parties desire to enter into this
Agreement to amend and restate the Original Credit Agreement in its entirety; 
 NOW, THEREFORE, in consideration of the recitals
herein and mutual covenants and agreements contained herein, the parties hereto hereby amend and restate the Original Credit Agreement in its entirety and covenant and agree as follows: 

§1. DEFINITIONS AND RULES OF INTERPRETATION. 

§1.1 Definitions. The following terms shall have the meanings set forth in this §l or elsewhere in the provisions of this
Agreement referred to below: 
 Acknowledgments. The Acknowledgments executed by a Subsidiary Guarantor in favor of the Agent,
acknowledging the pledge of Equity Interests in such Subsidiary Guarantor to the Agent, such Acknowledgments to be in form and substance satisfactory to the Agent, as the same may be modified, amended or restated. 

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

Actual Debt Service Coverage Ratio. 

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







 (b) From and after the Release of Security Date, the ratio of Adjusted Net Operating Income from
the Pool Properties determined as of the end of the fiscal quarter most recently ended, divided by the actual interest that was paid by Borrower with respect to all Unsecured Debt (including the Loans and Letter of Credit Liabilities) for the prior
two fiscal quarters most recently ended annualized. 
 Additional Commitment Request Notice. See §2.11(a). 

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

 Adjusted Consolidated EBITDA. On any date of determination, the sum of (a) Consolidated EBITDA for the prior two
(2) fiscal quarters most recently ended annualized, less (b) the amount equal to Capital Reserves for such period. 
 Adjusted
Consolidated Fixed Charges. On any date of determination, Consolidated Fixed Charges for the prior two (2) fiscal quarters most recently ended annualized. 

Adjusted Net Operating Income. On any date of determination with respect to any period, an amount equal to (a) Net Operating
Income from the Pool Properties that are included in the calculation of Pool Availability for the prior two (2) fiscal quarters most recently ended annualized, less (b) the Capital Reserves relating to the Pool Properties that are included
in the calculation of Pool Availability for such period. Notwithstanding the foregoing, with respect to any Pool Properties that are Medical Assets (other than MOBs) that are included in the calculation of Pool Availability, the amount included in
the preceding sentence with respect to such Pool Property shall be the lesser of (i) the amount determined with respect to such Pool Property pursuant to the preceding sentence and (ii) the amount that would result from dividing
(A) an amount equal to (X) the trailing twelve (12) month EBITDAR for such Pool Property less (Y) the Capital Reserves relating to the applicable Pool Property that is included in the calculation of Pool Availability, by
(B) 1.30. For any Pool Property acquired by Borrower or a Subsidiary Guarantor that has not been owned for two (2) fiscal quarters, Net Operating Income for such Pool Property shall be the pro forma Net Operating Income for such asset for
the first two (2) fiscal quarters of ownership (with the income based upon pro forma rents to be received by Borrower or a Subsidiary Guarantor during the first two fiscal quarters of ownership), as reasonably approved by Agent; provided that
for the second (2nd) quarter of such two (2) fiscal quarter period, the actual Net Operating Income for the first (1st) fiscal quarter shall be used instead of the pro forma Net Operating Income for such first (1st) quarter. The
calculation of Adjusted Net Operating Income shall exclude any property that is no longer a Pool Property. 
 Advisor. Carter Validus
Advisors II, LLC, a Delaware limited liability company. 
 Affected Lender. See §4.14. 

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

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

Agent’s Head Office. The Agent’s head office located at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other
location as the Agent may designate from time to time by notice to the Borrower and the Lenders. 
 Agent’s Special Counsel.
Dentons US LLP or such other counsel as selected by Agent. 
 Agreement. This Second Amended and Restated Credit Agreement, including
the Schedules and Exhibits hereto. 
 Agreement Regarding Fees. See §4.2. 

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

 

											
	 Pricing Level
	  	 Ratio
	  	LIBOR
Rate
Loans	 	 	Base Rate
Loans	 
	 Pricing Level 1
	  	Less than 35%	  	 	1.75	% 	 	 	0.75	% 
	 Pricing Level 2
	  	Greater than or equal to 35% but less than 40%	  	 	2.00	% 	 	 	1.00	% 
	 Pricing Level 3
	  	Greater than or equal to 40% but less than 45%	  	 	2.25	% 	 	 	1.25	% 
	 Pricing Level 4
	  	Greater than or equal to 45% but less than 55%	  	 	2.45	% 	 	 	1.45	% 
	 Pricing Level 5
	  	Greater than or equal to 55%	  	 	2.65	% 	 	 	1.65	% 


  
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 The initial Applicable Margin shall be at Pricing Level 1. The Applicable Margin shall not be
adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower
shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be
at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first
(1st) month following receipt of such Compliance Certificate. 
 In the event that the Agent, REIT, or the Borrower determine that any
financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to
the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected
financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three
(3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance
with this Agreement. 
 Appraisal. An MAI appraisal of the value of a parcel of Real Estate, determined on an “as-is” value
basis, performed by an independent appraiser selected by the Agent who is not an employee of REIT, Borrower or any of their Subsidiaries, the Agent or a Lender, the form and substance of such appraisal and the identity of the appraiser to be in
compliance with the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, the rules and regulations adopted pursuant thereto and all other regulatory laws and policies (both regulatory and internal) applicable to the
Lenders and otherwise acceptable to the Agent. 
 Appraised Value. The “as-is” value of a parcel of Real Estate determined
by the most recent Appraisal of such Real Estate, obtained pursuant to §2.12(a)(vi), §5.2, §5.3 or §10.13, or with respect to assets that are not Pool Properties, obtained pursuant to §7.4(l); subject, however, to such
changes or adjustments to the value determined thereby as may be required by the appraisal department of the Agent in its good faith business judgment. 

Assignment and Acceptance Agreement. See §18.1. 

  
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 Assignment of Interests. Collectively, each of the Assignments of Interests executed by
the Borrower in favor of the Agent, each such agreement to be substantially in the form of the Assignment of Interests delivered by Borrower to the Agent on the Closing Date. 

Authorized Officer. Any of the following Persons: Chief Executive Officer, Chief Operating Officer and Chief Financial Officer of the
REIT and such other Persons as Borrower shall designate in a written notice to Agent. 
 Balance Sheet Date. September 30, 2015.

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

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

Base Rate Loans. Collectively, the Revolving Credit Base Rate Loans, the Term Base Rate Loans and the Swing Loans, bearing interest by
reference to the Base Rate. 
 Borrower. As defined in the preamble hereto. 

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

Building. With respect to each Pool Property or other parcel of Real Estate, all of the buildings, structures and improvements now or
hereafter located thereon. 
 Business Day. Any day on which banking institutions located in the same city and State as the
Agent’s Head Office are located are open for the transaction of banking business and, in the case of LIBOR Rate Loans, which also is a LIBOR Business Day. 

Capital Lease Obligations. With respect to any Person, the obligations of such Person to pay rent or other amounts under any
Capitalized Lease. 
 Capital Reserve. For any period, the sum of the Data Center Properties Capital Reserve plus the Medical
Properties Capital Reserve. 

  
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 Capitalized Lease. A lease under which the discounted future rental payment obligations
of the lessee or the obligor are required to be capitalized on the balance sheet of such Person in accordance with GAAP. 
 Cash
Equivalents. As of any date, (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from such date,
(ii) time deposits and certificates of deposits having maturities of not more than one year from such date and issued by any domestic commercial bank having, (A) senior long term unsecured debt rated at least BBB+ or the equivalent thereof
by S&P or Baa1 or the equivalent thereof by Moody’s and (B) capital and surplus in excess of $100,000,000.00; (iii) commercial paper or municipal bonds rated at least A-1 or the equivalent
thereof by S&P or P-1 or the equivalent thereof by Moody’s and in either case maturing within one hundred twenty (120) days from such date, and (iv) shares of any money market mutual fund rated at least AAA or the equivalent
thereof by S&P or at least Aaa or the equivalent thereof by Moody’s. 
 CERCLA. The federal Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended from time to time, and regulations promulgated thereunder. 
 Change of
Control. A Change of Control shall exist upon the occurrence of any of the following: 
 (a) any Person (including a Person’s
Affiliates and associates) or group (as that term is understood under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder), shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock or voting interests shall have different voting powers) of the voting stock or voting interests of
REIT or the Borrower equal to at least twenty percent (20.0%); 
 (b) as of any date a majority of the Board of Directors or Trustees or
similar body (the “Board”) of REIT or the Borrower consists of individuals who were not either (i) directors or trustees of REIT or the Borrower as of the corresponding date of the previous year, or (ii) selected or nominated to
become directors or trustees by the Board of REIT or the Borrower of which a majority consisted of individuals described in clause (b)(i) above, or (iii) selected or nominated to become directors or trustees by the Board of REIT or the
Borrower, which majority consisted of individuals described in clause (b)(i) above and individuals described in clause (b)(ii), above; or 

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

 (d) the Borrower shall no longer be directly or indirectly eighty percent (80%) owned and controlled by REIT; or 

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

  
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 (f) any two of John Carter, Lisa Drummond, Todd Sakow and Michael Seton shall cease to be Chief
Executive Officer, Chief Operating Officer, Chief Investment Officer and Chief Financial Officer of REIT and a competent and experienced director or officer, as applicable, shall not be approved by the Required Lenders within six (6) months of
such event, which approval the Required Lenders shall not unreasonably withhold, condition or delay; or 
 (g) (i) the Borrower shall
no longer be managed and advised by Advisor, or (ii) the Advisor shall no longer be directly or indirectly majority owned and controlled by the owners of the Advisor as of the date of this Agreement, or (iii) any two of John Carter, Lisa
Drummond, Todd Sakow and Michael Seton shall cease to be active on a daily basis in the management of the Advisor and a competent and experienced executive shall not be approved by the Required Lenders within six (6) months of such event, which
approval the Required Lenders shall not unreasonably withhold, condition or delay. 
 Closing Date. The first date on which all of
the conditions set forth in §10 and §11 have been satisfied. 
 CMS. The U.S. Centers for Medicare and Medicaid Services.

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

Collateral. All of the property, rights and interests of the Borrower and its Subsidiaries which are subject to the security interests,
security title and liens created by the Security Documents. 
 Collateral Account. A special deposit account established by the Agent
pursuant to §12.6 and under its sole dominion and control. 
 Commitment. With respect to each Lender, the aggregate of
(a) the Revolving Credit Commitment of such Lender, and (b) the Term Loan Commitment of such Lender, in the amount set forth on Schedule 1.1 hereto as the amount of such Lender’s Commitment to make or maintain Loans to the
Borrower as the same may be changed from time to time in accordance with the terms of this Agreement. 
 Commitment Increase. An
increase in the Total Revolving Credit Commitment and/or the Total Term Loan Commitment pursuant to §2.11. 
 Commitment Increase
Date. See §2.11(a). 
 Commitment Percentage. With respect to each Lender, the percentage set forth on Schedule 1
hereto as such Lender’s percentage of the Total Commitment, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if any of the Commitments of the Lenders have been terminated as provided in
this Agreement, then the Commitment of each Lender shall be determined based on the Commitment Percentage of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.


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

Compliance Certificate. See §7.4(c). 

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

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

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

Consolidated Fixed Charges. On any date of determination, the sum of (a) Consolidated Interest Expense for the period of two
(2) fiscal quarters most recently ended annualized (both expensed and capitalized), plus (b) all of the principal due and payable and principal paid with respect to Indebtedness of REIT, the Borrower and their respective
Subsidiaries during such period, other than any balloon, bullet or similar principal payment which repays such Indebtedness in full and any voluntary full or partial prepayments prior to stated maturity thereof, plus (c) all Preferred
Distributions paid during such period, plus (d) the principal payment on any Capital Lease Obligations. Such Person’s Equity Percentage in the fixed charges 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 Consolidated Fixed Charges. 

Consolidated Interest Expense. On any date of determination, without duplication, (a) total Interest Expense of REIT, the Borrower
and their respective Subsidiaries determined on a Consolidated basis in accordance with GAAP for the period of two (2) fiscal quarters most recently ended annualized, plus (b) such Person’s Equity Percentage of Interest Expense
of its Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly Owned Subsidiaries for such period. 

  
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 Consolidated Total Secured Debt. As of any date of determination, all Secured Debt of
REIT and its Subsidiaries determined on a consolidated basis and which shall include (without duplication) such Person’s Equity Percentage of the Secured Debt of its Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly
Owned Subsidiaries. 
 Consolidated Tangible Net Worth. The amount by which Gross Asset Value exceeds Consolidated Total
Indebtedness. 
 Consolidated Total Indebtedness. As of any date of determination, all Indebtedness of REIT, the Borrower and their
respective Subsidiaries determined on a Consolidated basis and shall include (without duplication), such Person’s Equity Percentage of the Indebtedness of its Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly Owned
Subsidiaries. 
 Consolidated Total Unsecured Debt. As of any date of determination, all Unsecured Debt of REIT and its Subsidiaries
determined on a consolidated basis and which shall include (without duplication) such Person’s Equity Percentage of the Unsecured Debt of its Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly Owned Subsidiaries. 

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

Conversion/Continuation Request. A notice given by the Borrower to the Agent of its election to convert or continue a Loan in
accordance with §4.1. 
 Data Center Asset. Highly specialized, secure single or multi-tenant facilities used in whole or in
substantial part for housing a large number of computer servers and the key infrastructure, including generators and heating, ventilation and air conditioning, or HVAC systems, necessary to power and cool the servers and ancillary office and storage
space related thereto. 
 Data Center Lease. Any Leases of all or any portion of a Data Center Property. 

Data Center Properties. Any of the Pool Properties that is a Data Center Asset. 

Data Center Properties Capital Reserve. For any period and with respect to any of the Data Center Properties, an amount equal to $0.25
multiplied by the Net Rentable Area of the Data Center Properties owned at the end of the applicable reporting period. 
 Default.
See §12.1. 
 Default Rate. See §4.11. 

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

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


  
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combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement. Not in
limitation of the foregoing, the term “Derivatives Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement of similar type, including any such obligations or liabilities under any such master
agreement. 
 Derivatives Termination Value. In respect of any one or more Derivatives Contracts, after taking into account the
effect of any legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s) determined in accordance therewith, such
termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Derivatives Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Derivatives Contracts (which may include Chatham Financial, the Agent or any Lender). 

Designated Person. See §6.31. 

Development Property. Any Real Estate owned or acquired by Borrower or its Subsidiaries and on which (i) such Person is pursuing
construction of one or more buildings for use as a Medical Property or a Data Center Property and for which construction is proceeding to completion without undue delay from permit denial, construction delays or otherwise, all pursuant to the
ordinary course of business of Borrower or its Subsidiaries, or (ii) is recently completed construction of a Medical Property or Data Center Property that remains less than eighty-five percent (85%) leased (based on Net Rentable Area);
provided that any Real Estate will no longer be considered to be a Development Property at the date on which all improvements related to the development of such Development Property have been substantially completed (excluding tenants improvements)
for twelve (12) months. 
 Directions. See §14.14. 

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

  
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 Dividend Reinvestment Proceeds. All dividends or other distributions, direct or indirect,
on account of any Equity Interest of any Person which any holder(s) of such Equity Interests direct to be used, concurrently with the making of such dividend or distribution, for the purposes of purchasing for the account of such holder(s)
additional Equity Interests in such Person or any of its Subsidiaries. 
 Documentation Agent. Each of Capital One, National
Association, but only in the event Capital One, National Association is a Lender, and Texas Capital Bank, N.A., but only in the event Texas Capital Bank, N.A. is a Lender. 

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

Domestic Lending Office. Initially, the office of each Lender designated as such on Schedule 1.1 hereto; thereafter, such
other office of such Lender, if any, located within the United States that will be making or maintaining Base Rate Loans. 
 Drawdown
Date. The date on which any Loan is made or is to be made, and the date on which any Loan which is made prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable, is converted in accordance with §4.1. 

EBITDA. With respect to REIT and its Subsidiaries for any period (without duplication): (a) Net Income (or Loss) on a Consolidated
basis, in accordance with GAAP, exclusive of the following (but only to the extent included in determination of such Net Income (Loss)): (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense;
(iv) Acquisition Closing Costs and extraordinary or non-recurring gains and losses (including, without limitation, gains and losses on the sale of assets) and income and expense allocated to minority owners; and (v) other non-cash items to
the extent not actually paid as a cash expense; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below. With respect to Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly
Owned Subsidiaries, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from such Unconsolidated Affiliates or such Subsidiary of Borrower that is not a Wholly
Owned Subsidiary plus its Equity Percentage of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) Acquisition Closing Costs and extraordinary or non-recurring gains and losses
(including, without limitation, gains and losses on the sale of assets) and income and expense allocated to minority owners; and (v) other non-cash items to the extent not actually paid as a cash expense. 

EBITDAR. The Tenant EBITDA of a Medical Property plus all base rent and additional rent due and payable by such tenants during
the applicable period calculated either on an individual Medical Property or consolidated basis as determined by Agent. 
 Electronic
System. See §7.4. 

  
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 Eligible Real Estate. Real Estate which at all times satisfies the following
requirements: 
 (i) which is wholly-owned in fee by a Wholly Owned Subsidiary of Borrower that is a Subsidiary Guarantor
(or leased by a Wholly Owned Subsidiary of Borrower that is a Subsidiary Guarantor under a Ground Lease with at least thirty (30) years remaining on its term and otherwise acceptable to the Agent in its sole discretion), and the Equity
Interests in such Subsidiary Guarantor have been made subject to a first priority, perfected security interest in favor of the Agent pursuant to the Assignment of Interests; 

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

(iii) which is improved by an income-producing Data Center Asset or Medical Asset (for the avoidance of doubt, Eligible Real
Estate shall not include Land Assets, Mortgage Note Receivables or Development Properties); 
 (iv) which all improvements
related to the development of the Data Center Asset or Medical Asset have been substantially completed (excluding tenant improvements) for twelve (12) months; 

(v) as to which all of the representations set forth in §6 of this Agreement concerning Pool Property are true and
correct; 
 (vi) which shall have an initial lease term of at least six (6) years remaining (if multi-tenant, then
taking into account all Leases with Major Tenants, an initial weighted average lease term of at least six (6) years remaining) at the time of inclusion of such Real Estate in the Pool; 

(vii) at the time of inclusion of any Medical Asset in the Pool (other than a MOB), which all Operators in such proposed Pool
Property shall have a ratio of (a) EBITDAR to (b) all base rent and additional rent due and payable by a tenant under any lease of a building and/or real estate during previous twelve (12) calendar months, of not less than 1.30 to
1.00 for any Medical Asset (other than a MOB), unless otherwise approved by Agent in its sole discretion; 
 (viii)
Reserved; 
 (ix) with respect to any Medical Asset, as to which (A) such proposed Pool Property shall be in compliance
in all material respects with all applicable Healthcare Laws, (B) the Borrower, Subsidiary Guarantor or Operators have all Primary Licenses, Permits and other Governmental Approvals necessary to own and operate such proposed Pool Property, and
(C) the Operators of such proposed Pool Property shall be in material compliance with all requirements necessary for participation in any Medicare or Medicaid or other Third-Party Payor Programs to the extent they participate in such programs;

 (x) as to which the Agent has received and approved all Eligible Real Estate Qualification Documents, or will receive and
approve them prior to inclusion of such Real Estate in the calculation of the Pool Availability; and 

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

(xii) as to which, notwithstanding anything to the contrary contained herein, the Agent and, prior to the Release of Security
Date, Agent and the Required Lenders, have approved for inclusion in the calculation of Pool Availability. 
 Eligible Real Estate
Qualification Documents. See Schedule 5.3 attached hereto. 
 Employee Benefit Plan. Any employee benefit plan within
the meaning of §3(3) of ERISA maintained or contributed to by REIT or any ERISA Affiliate, other than a Multiemployer Plan. 

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

Environmental Laws. As defined in the Indemnity Agreement. 

EPA. See §6.20(b). 

Equity Interests. With respect to any Person, (i) any share of capital stock of (or other ownership or profit interests in) such
Person; (ii) any warrant, option or other right for the purchase or other acquisition from such Person of (a) any share of capital stock of (or other ownership or profit interests in) such Person, or (b) any security convertible into
or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests) and whether or not
such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination; and (iii) any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust
interests therein), whether voting or nonvoting. 
 Equity Offering. The issuance and sale after the Closing Date by the REIT,
Borrower or any of its Subsidiaries or REIT of any equity securities of such Person (other than equity securities issued to Borrower, REIT or any one or more of their Subsidiaries in their respective Subsidiaries). 

Equity Percentage. The aggregate ownership percentage of REIT, the Borrower or their respective Subsidiaries in each Unconsolidated
Affiliate or Subsidiary of Borrower that is not a Wholly Owned Subsidiary, which shall be calculated as the greater of (a) the REIT’s direct or indirect nominal capital ownership interest in the Unconsolidated Affiliate or such Subsidiary,
as applicable, as set forth in the Unconsolidated Affiliate’s or such Subsidiary’s organizational documents, as applicable, and (b) the REIT’s direct or indirect economic ownership interest in the Unconsolidated Affiliate or
Subsidiary of Borrower that is not a Wholly Owned Subsidiary, as applicable, reflecting the REIT’s current allocable share of income and expenses of the Unconsolidated Affiliate or such Subsidiary, as applicable. 

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

ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the
regulations promulgated thereunder as to which the requirement of notice has not been waived or any other event with respect to which Borrower, a Guarantor or an ERISA Affiliate could have liability under §4062(e) or §4063 of ERISA. 

Event of Default. See §12.1. 

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

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

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

  
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assignment request by the Borrower under §4.14 as a result of costs sought to be reimbursed pursuant to §4.3 or (ii) such Lender changes its lending office, except in each case to
the extent that, pursuant to §4.3, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office,
(c) Taxes attributable to such Recipient’s failure to comply with §4.3(g) and (d) any U.S. federal withholding Taxes imposed under FATCA. 

Extension Request. See §2.12(a)(i). 

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

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

Fee Owner. The applicable owner of the fee interest in a Pool Property that is subject to a Ground Lease. 

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

Fronting Exposure. At any time there is a Defaulting Lender, (a) with respect to the Issuing Lender, such Defaulting Lender’s
Revolving Credit Commitment Percentage of the outstanding Letter of Credit Liabilities other than Letter of Credit Liabilities as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit Lenders
or cash collateral or other credit support acceptable to the Issuing Lender shall have been provided in accordance with the terms hereof and (b) with respect to the Swing Loan Lender, such Defaulting Lender’s Revolving Credit Commitment
Percentage of Swing Loans other than Swing Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit Lenders, repaid by the Borrower or for which cash collateral or other credit support
acceptable to the Swing Loan Lender shall have been provided in accordance with the terms hereof. 
 Funds from Operations. With
respect to any Person for any period, an amount equal to (a) the Net Income (or Loss) of such Person computed in accordance with GAAP, calculated without regard to (i) gains (or losses) from debt restructuring and sales of property during
such period, and (ii) charges for impairment of real estate, plus (b) depreciation with respect to such Person’s real estate assets and amortization (other than amortization of deferred


  
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financing costs) of such Person for such period, plus (c) Acquisition Closing Costs during such period (which amount shall not exceed fifteen percent (15%) of Funds from Operations for
the most recently ended four (4) quarter fiscal period), all after adjustment for unconsolidated partnerships and joint ventures. Adjustments for Unconsolidated Affiliates and joint ventures will be calculated to reflect funds from operations
on the same basis. Funds from Operations shall be reported in accordance with NAREIT policies. 
 GAAP. Principles that are
(a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time and (b) consistently applied with past financial statements of the Person adopting
the same principles. 
 Governmental Authority. Any national, state or local government (whether domestic or foreign), any political
subdivision thereof or any other governmental, quasi governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau, commission, board, department or other entity (including, without limitation, the Federal Deposit
Insurance Corporation, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to bind a party at law, and including any supra-national bodies such as the European
Union or the European Central Bank. 
 Gross Asset Value. On a Consolidated basis for REIT and its Subsidiaries, Gross Asset Value
shall mean the sum of (without duplication with respect to any Real Estate): 
 (i) the lowest of (A) the total cost of the Real Estate
as determined in accordance with GAAP, or (B) the aggregate Appraised Value of the Real Estate, plus 
 (ii) the book value determined
in accordance with GAAP of all Development Properties owned by Borrower or any of its Subsidiaries, plus 
 (iii) the book value determined
in accordance with GAAP of all Land Assets of Borrower and its Subsidiaries, plus 
 (iv) the book value determined in accordance with GAAP
of all Mortgage Note Receivables, plus 
 (v) the book value determined in accordance with GAAP of Permitted Equity Investments which have
been approved by Agent in its sole discretion for inclusion in the calculation of Gross Asset Value, plus 
 (vi) the aggregate amount of
all Unrestricted Cash and Cash Equivalents of Borrower and its Subsidiaries as of the date of determination. 
 Gross Asset Value will be
adjusted, as appropriate, for acquisitions, dispositions and other changes to the portfolio during the calendar quarter most recently ended prior to a date of determination. All income, expense and value associated with assets included in Gross
Asset Value disposed of during the calendar quarter period most recently ended prior to a date of determination will be eliminated from calculations. Additionally, without limiting or affecting 

  
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any other provision hereof, Gross Asset Value shall not include any income or value associated with Real Estate which is not operated or intended to be operated principally as a Medical Asset or
Data Center Asset. Gross Asset Value will be adjusted to include an amount equal to Borrower or any of its Subsidiaries’ pro rata share (based upon the greater of such Person’s Equity Percentage in such Unconsolidated Affiliate or
Subsidiary of Borrower that is not a Wholly Owned Subsidiary or such Person’s pro rata liability for the Indebtedness of such Unconsolidated Affiliate or Subsidiary of Borrower that is not a Wholly Owned Subsidiary) of the Gross Asset Value
attributable to any of the items listed above in this definition owned by such Unconsolidated Affiliate or Subsidiary of Borrower that is not a Wholly Owned Subsidiary. 

Notwithstanding anything herein to the contrary, properties that have transitioned from a Development Property to a Stabilized Property and
all properties recently acquired by or any of its Subsidiaries may be included at the book value determined in accordance with GAAP for a period of ninety (90) calendar days from the date of such transition or acquisition, as applicable. 

Notwithstanding the foregoing, in the event that an adverse change occurs with respect to a material tenant(s) (individually or in the
aggregate) at a property (e.g., amendment to a lease without Agent’s prior written consent, lease termination, default of base rent or other material payment obligations under its respective Lease for more than seventy-five (75) days
beyond the date upon which such payment obligations were due, assignment or sublease of a material portion of the space without Agent’s prior written consent), then for the purposes of the covenant calculations, at the Borrower’s election,
the property will immediately after the end of such 75 day period be valued at either (i) zero (0), or (ii) the current Appraised Value as determined by an updated appraisal acceptable to the Agent. Additionally, if performance of the
property improves or the adverse change is otherwise cured to Agent’s reasonable satisfaction, then the Borrower will have the right to obtain a new appraisal acceptable to the Agent. Once the new appraisal is accepted by Agent, then the value
of the Pool Property shall be updated for purposes of this Agreement. 
 Ground Lease. Any ground lease approved by Agent pursuant to
which a Borrower or a Subsidiary Guarantor leases a Pool Property. 
 Guaranteed Pension Plan. Any employee pension benefit plan
within the meaning of §3(2) of ERISA maintained or contributed to by REIT or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

 Guarantor. Collectively, REIT, the Subsidiary Guarantors and each Additional Guarantor, and individually any one of them. 

Guaranty. The Second Amended and Restated Unconditional Guaranty of Payment and Performance dated as of even date herewith made by
REIT, the Subsidiary Guarantors and each Additional Guarantor in favor of the Agent and the Lenders, as the same may be further modified, amended, restated or ratified, such Guaranty to be in form and substance satisfactory to the Agent. 

  
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 Hazardous Substances. As defined in the Indemnity Agreement. 

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

Healthcare Laws. All applicable state and federal statutes, codes, ordinances, orders, rules, regulations, and guidance relating to
patient healthcare and/or patient healthcare information, including, without limitation, HIPAA, the Health Information Technology for Economic Clinical Health Act provisions of the American Recovery and Investment Act of 2009 and the respective
rules and regulations promulgated thereunder, and all other applicable state and federal laws regarding the privacy and security of protected health information and other confidential patient information; the establishment, construction, ownership,
operation, licensure, use or occupancy of the Pool Properties or any part thereof as a healthcare facility, as the case may be, and all conditions of participation pursuant to Medicare and/or Medicaid certification; fraud and abuse, including
without limitation, Public Law No. 111-148 (2010) (Patient Protection and Affordable Care Act, as amended, (commonly referred to as the “PPACA”)), Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C.
Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the “Federal Anti-Kickback Statute,” and Section 1877 of the Social Security Act, as amended, 42 U.S.C.
Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as the “Stark Law”, Section 1128A of the Social Security Act, as amended, 42 U.S.C. Section 1320q-7(a) (Civil Monetary Penalties), commonly
referred to as the “Civil Monetary Penalties Law”, and 31 U.S.C. Section 3729-33, the “False Claims Act”. 

Hedge Obligations. All obligations of Borrower to any Lender Hedge Provider to make any payments under any agreement with respect to an
interest rate swap, collar, cap or floor or a forward rate agreement or other agreement regarding the hedging of interest rate risk exposure relating to the Obligations, and any confirming letter executed pursuant to such hedging agreement, and
which shall include, without limitation, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act, all as amended,
restated or otherwise modified. Under no circumstances shall any of the Hedge Obligations secured or guaranteed by any Loan Document as to a Guarantor include any obligation that constitutes an Excluded Hedge Obligation of such Guarantor.
Notwithstanding the foregoing, Hedge Obligations shall not be secured by the Collateral or be a liability of the Borrower or Guarantors pursuant to the Loan Documents unless Borrower’s rights under the agreement described in this definition
have been pledged to Agent for the benefit of the Lenders pursuant to §7.23. 

  
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 HIPAA. The Health Insurance Portability and Accountability Act of 1996, as the same may
be amended, modified or supplemented from time to time, and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder. Any reference to HIPAA shall also include applicability of the Health
Information Technology for Economic and Clinical Health (HITECH) Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 and any and all rules or regulations promulgated thereunder 

HIPAA Compliance Date. See §7.15(b). 

HIPAA Compliance Plan. See §7.15(b). 

HIPAA Compliant. See §7.15(b). 

Implied Debt Service Coverage Amount. 

(a) At any time determined by Agent prior to the Release of Security Date, an amount equal to the annual principal and interest payment
sufficient to amortize in full over a twenty-five (25) year period a loan amount equal to the aggregate principal balance of all Loans and Letter of Credit Liabilities) calculated using a per annum interest rate equal to the greatest of
(i) the then-current annual yield on ten (10) year obligations issued by the United States Treasury most recently prior to the date of determination plus three hundred (300) basis points (3.0%), and (ii) six and one-half percent
(6.5%). 
 (b) At any time determined by Agent from and after the Release of Security Date, an amount equal to the annual principal and
interest payment sufficient to amortize in full over a twenty-five (25) year period a loan amount equal to the aggregate principal balance of all Unsecured Debt (including the Loans and Letter of Credit Liabilities) calculated using a per annum
interest rate equal to the greatest of (i) the then-current annual yield on ten (10) year obligations issued by the United States Treasury most recently prior to the date of determination plus three hundred (300) basis points (3.0%),
and (ii) six and one-half percent (6.5%). 
 (c) The determination of the Implied Debt Service Coverage Amount and the components
thereof by the Agent shall, so long as the same shall be determined in good faith, be conclusive and binding absent demonstrable error until such time as Borrower delivers the Compliance Certificate as required by Section 7.4(c). 

Implied Debt Service Coverage Ratio. The ratio of Adjusted Net Operating Income from the Pool Properties, divided by the Implied Debt
Service Coverage Amount. 
 Increase Notice. See §2.11(a).

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

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

Indemnity Agreement. The Second Amended and Restated Indemnity Agreement Regarding Hazardous Materials made by the Borrower and
Guarantors, in favor of the Agent and the Lenders, dated as of even date herewith as the same may be further modified, amended or ratified, pursuant to which the Borrower and each Guarantor agrees to indemnify the Agent and the Lenders with respect
to Hazardous Substances and Environmental Laws. 
 Information Materials. See §7.4. 

Insolvency Event. With respect to a specified Person, (a) the filing of a decree or order for relief by a court having
jurisdiction in respect of such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in 

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

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

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

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

Interest Hedge. See §7.22. 

  
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 Interest Payment Date. As to each Loan, the first (1st) day of each calendar month during the term of such Loan. 
 Interest Period.
With respect to each LIBOR Rate Loan (a) initially, the period commencing on the Drawdown Date of such LIBOR Rate Loan and ending one, two, three or, to the extent available from all Lenders, six months thereafter, and (b) thereafter, each
period commencing on the day following the last day of the next preceding Interest Period applicable to such Loan and ending on the last day of one of the periods set forth above, as selected by the Borrower in a Loan Request or
Conversion/Continuation Request; provided that all of the foregoing provisions relating to Interest Periods are subject to the following: 

(i) if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, such Interest
Period shall end on the next succeeding LIBOR Business Day, unless such next succeeding LIBOR Business Day occurs in the next calendar month, in which case such Interest Period shall end on the next preceding LIBOR Business Day, as determined
conclusively by the Agent in accordance with the then current bank practice in London; 
 (ii) if the Borrower shall fail to give notice as
provided in §4.1, the Borrower shall be deemed to have requested a continuation of the affected LIBOR Rate Loan as a Base Rate Loan on the last day of the then current Interest Period with respect thereto; 

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

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

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

  
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Investment any amount received as a return of capital; (c) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends,
interest or otherwise, except that accrued interest included as provided in the foregoing clause (a) shall be deducted when paid; and (d) there shall not be deducted in respect of any Investment any decrease in the value thereof. 

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

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

KCM. As defined in the preamble hereto. 

KeyBank. As defined in the preamble hereto. 

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

Leases. Leases, licenses and agreements, whether written or oral, relating to the use or occupation of space in any Building or of any
Real Estate. 
 Lease Summaries. Summaries or abstracts of the material terms of the Leases. Such Lease Summaries shall be in form
and substance reasonably satisfactory to the Agent. 
 Lender Hedge Provider. With respect to any Hedge Obligations, any counterparty
thereto that, at the time the applicable hedge agreement was entered into, was a Lender or an Affiliate of a Lender. 
 Lenders.
KeyBank, the other lending institutions which are party hereto and any other Person which becomes an assignee of any rights of a Lender pursuant to §18 (but not including any participant as described in §18), and collectively, the
Revolving Credit Lenders, the Term Loan Lenders, the Issuing Lender, and the Swing Loan Lender. The Issuing Lender and the Swing Loan Lender shall be a Revolving Credit Lender, as applicable. 

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

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

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

LIBOR. For any LIBOR Rate Loan for any Interest Period, the average rate as shown in Reuters Screen LIBOR 01 Page (or any successor
service, or if such Person no longer reports such rate as determined by Agent, by another commercially available source providing such quotations approved by Agent) at which deposits in U.S. dollars are offered by first class banks in the London
Interbank Market at approximately 11:00 a.m. (London time) on the day that is two (2) LIBOR Business Days prior to the first day of such Interest Period with a maturity approximately equal to such Interest Period and in an amount approximately
equal to the amount to which such Interest Period relates, adjusted for reserves and taxes if required by future regulations. If such service or such other Person approved by Agent described above no longer reports such rate or Agent determines in
good faith that the rate so reported no longer accurately reflects the rate available to Agent in the London Interbank Market, Loans shall accrue interest at the Base Rate plus the Applicable Margin for such Loan. For any period during which a
Reserve Percentage shall apply, LIBOR with respect to LIBOR Rate Loans shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. Notwithstanding the foregoing, if the rate shown on Reuters Screen
LIBOR01 Page (or any successor service designated pursuant to this definition) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. 

LIBOR Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in
London, England. 
 LIBOR Lending Office. Initially, the office of each Lender designated as such on Schedule 1.1 hereto;
thereafter, such other office of such Lender, if any, that shall be making or maintaining LIBOR Rate Loans. 
 LIBOR Rate Loans.
Collectively, the Revolving Credit LIBOR Rate Loans and the Term LIBOR Rate Loans, each bearing interest calculated by reference to LIBOR. 

Lien. See §8.2. 

  
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 Loan Documents. This Agreement, the Notes, the Guaranty, each Letter of Credit Request,
the Security Documents, the Subordination of Management Agreement, the Subordination of Advisory Agreement and all other documents, instruments or agreements now or hereafter executed or delivered by or on behalf of the Borrower or any Guarantor in
connection with the Loans. 
 Loan Request. See §2.7. 

Loan and Loans. An individual loan or the aggregate loans (including a Revolving Credit Loan (or Loans), a Term Loan (or Loans),
and a Swing Loan (or Loans)), as the case may be, in the maximum principal amount of TWO HUNDRED SIXTY-FIVE MILLION AND NO/100 DOLLARS ($265,000,000.00) (subject to increase in §2.11) to be made by the Lenders hereunder. All Loans shall be made
in Dollars. Amounts drawn under a Letter of Credit shall also be considered Revolving Credit Loans as provided in §2.10(a). 

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

Majority Revolving Credit Lenders. As of any date, any Revolving Credit Lender or collection of Revolving Credit Lenders whose
aggregate Revolving Credit Commitment Percentage is equal to or greater than fifty percent (50%) of the Total Revolving Credit Commitment; provided, that (i) at all times when two (2) or more Revolving Credit Lenders are party to this
Agreement, the term “Majority Revolving Credit Lenders” shall in no event mean less than two (2) Revolving Credit Lenders, and (ii) in determining said percentage at any given time, all the existing Revolving Credit Lenders that
are Defaulting Lenders will be disregarded and excluded and the Revolving Credit Commitment Percentages of the Revolving Credit Lenders shall be redetermined for voting purposes only to exclude the Revolving Credit Commitment Percentages of such
Defaulting Lenders. 
 Major Tenant. A tenant of the Borrower or any Subsidiary Guarantor which leases space in a Pool Property
pursuant to a Lease which entitles it to occupy forty percent (40%) or more of the Net Rentable Area of such Pool Property. Agent may in its discretion aggregate any and all Leases to Affiliates to determine whether such tenant should be
treated as a Major Tenant. 

  
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 Management Agreements. Agreements to which any Person that owns a Pool Property is a
party, whether written or oral, providing for the management of the Pool Properties or any of them. 
 Material Adverse Effect. A
material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of REIT, the Borrower and their respective Subsidiaries considered as a whole; (b) the ability of REIT, the
Borrower or any Subsidiary Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the creation, perfection and priority of any Liens of Agent in the
Collateral; or (d) the rights or remedies of Agent or the Lenders thereunder. 
 Material Contract. Collectively, (i) each
contract (excluding purchase and sale contracts for Real Estate) to which the Borrower or any of its Subsidiaries is a party involving aggregate consideration payable to or by the Borrower or such Subsidiary in an amount of Three Million and No/100
Dollars ($3,000,000.00) or more, and (ii) each Management Agreement. 
 Material Subsidiary. Any Subsidiary of the Borrower that
owns Real Estate and is not an Excluded Subsidiary. 
 Medicaid. The medical assistance program established by Title XIX of the
Social Security Act, 42 U.S.C. Sections 1396 et seq., and any statutes succeeding thereto. 
 Medical Asset. Single or multi-tenant
facilities consisting of MOBs, inpatient rehabilitation hospitals, specialty hospitals, long-term acute care hospitals (LTACs), acute care hospitals, ambulatory surgery centers, diagnostic centers, health and wellness centers, integrated medical
facilities, large physician clinics, diagnostic centers, imaging centers and senior housing facilities (memory care facilities, assisted living facilities and independent living facilities) and skilled nursing facilities. 

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

Medical Properties Capital Reserve. For any period and with respect to any of the Medical Properties, an amount equal to the sum of
(i) $1,500 per bed for specialty hospitals, long-term acute care hospitals (LTACs) and acute care hospitals, plus (ii) $0.50 multiplied by the Net Rentable Areas of the Medical Properties consisting of MOBs, ambulatory surgery
centers, diagnostic centers, imaging centers, integrated medical facilities and physicians clinics and health and wellness centers, plus (iv) $350 per bed for senior housing facilities (memory care facilities, assisted living facilities
and independent living facilities), plus (v) $500 per bed for skilled nursing facilities. 
 Medical Property Lease. Any
Leases of all or portion of a Medical Property. 
 Medicare. The health insurance program established by Title XVIII of the Social
Security Act, 42 U.S.C. Sections 1395 et seq., and any statutes succeeding thereto. 
 MOB. Medical office building. 

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

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

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

Net Operating Income. For any Real Estate and for a given period, an amount equal to the sum of (a) the rents, common area
reimbursements, and service and other income for such Real Estate for such period received in the ordinary course of business from tenants or licensees in occupancy paying rent (excluding pre-paid rents and revenues and security deposits except to
the extent applied in satisfaction of tenants’ or licensees’ obligations for rent and any non-recurring fees, charges or amounts including, without limitation, set-up fees and termination fees) minus (b) all expenses paid or accrued
and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing
expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead
expenses of REIT and its Subsidiaries, any property management fees and non recurring charges), minus (c) the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to three percent
(3.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, minus (d) all rents, common area reimbursements and other income for
such Real Estate received from tenants or licensees in default of payment or other material obligations under their lease, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding. 

  
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 Net Rentable Area. With respect to any Real Estate, the floor area of any buildings,
structures or other improvements available for leasing to tenants determined in accordance with the Rent Roll for such Real Estate, the manner of such determination to be reasonably consistent for all Real Estate of the same type unless otherwise
approved by the Agent. 
 Non-Consenting Lender. See §18.8. 

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

Non-Recourse Exclusions. With respect to any Non-Recourse Indebtedness of any Person, any usual and customary exclusions from the non-recourse limitations governing such Indebtedness, including, without limitation, exclusions for claims that (a) are based on fraud, intentional or material misrepresentation, misapplication of funds, gross
negligence or willful misconduct, (b) result from intentional mismanagement of or waste at the Real Property securing such Non-Recourse Indebtedness, (c) arise from the presence of Hazardous Substances on the Real Property securing such
Non-Recourse Indebtedness; (d) are the result of any unpaid real estate taxes and assessments (whether contained in a loan agreement, promissory note, indemnity agreement or other document); or (e) result from the borrowing Subsidiary
and/or its assets becoming the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding. 
 Non-Recourse
Indebtedness. With respect to a Person, (a) Indebtedness in respect of which recourse for payment (except for Non-Recourse Exclusions until a claim is made with respect thereto, and then such Indebtedness shall not constitute Non-Recourse
Indebtedness only to the extent of the amount of such claim) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness or (b) if such Person is a Single Asset Entity, any Indebtedness of such
Person. A loan secured by multiple properties owned by Single Asset Entities shall be considered Non-Recourse Indebtedness of such Single Asset Entities even if such Indebtedness is cross-defaulted and cross-collateralized with the loans to such
other Single Asset Entities. 
 Notes. Collectively, the Revolving Credit Notes, the Term Loan Notes and the Swing Loan Note. 

Notice. See §19. 

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

Occupancy Rate. With respect to any Eligible Real Estate included in the calculation of the Pool Availability, the ratio, expressed as
a percentage, of (a) the Net Rentable Area of such Eligible Real Estate actually occupied by tenants that are (i) conducting business operations therein (subject to the last sentence of this definition) which are recognized businesses


  
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separate and distinct from those of the Borrower, the Guarantors or any of their respective Subsidiaries and (ii) paying rent (or subject to a specified free rent period provided for under
the applicable lease) at rates not materially less than rates generally prevailing at the time the applicable lease was entered into, pursuant to binding leases as to which no monetary default has occurred and has continued unremedied for thirty
(30) or more days to (b) the aggregate Net Rentable Area of such Eligible Real Estate. For purposes of the definition of “Occupancy Rate”, a tenant shall be deemed to actually occupy, and to be conducting business operations in,
Eligible Real Estate (i) notwithstanding a temporary cessation of operations for renovation, repairs or other temporary reason, or for the purpose of completing tenant build-out or (ii) if it is otherwise scheduled to be open for business
within some specified period. For purposes of determining compliance with §9.10, the aggregate Occupancy Rate shall be computed on an aggregated basis for all Pool Properties, consistent with the provisions for determining the Occupancy Rate
for any individual Pool Property as set forth above. 
 OFAC. Office of Foreign Asset Control of the Department of the Treasury of
the United States of America, or any successor thereto carrying out similar functions. 
 Off-Balance Sheet Obligations. Liabilities
and obligations of REIT or any of its Subsidiaries or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act, which REIT would be
required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of REIT’s report on Form 10-Q or Form 10-K (or their equivalents) which REIT is required to file with the
SEC or would be required to file if it were subject to the jurisdiction of the SEC (or any Governmental Authority substituted therefor). 

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

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

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

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

  
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 Other Taxes. All present or future stamp, court or documentary, intangible, recording,
filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document,
except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to §4.14 as a result of costs sought to be reimbursed pursuant to §4.3). 

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

Patriot Act. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, as the same may be amended from time to time, and corresponding provisions of future laws. 
 PBGC. The Pension Benefit
Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities. 
 Permits.
With respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other contractual obligations with, any Governmental Authority, in each case
whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 

Permitted Equity Investments. Investments in the Preferred Securities of any Persons which are not Unconsolidated Affiliates or Wholly
Owned Subsidiaries and which directly or indirectly own Data Center Assets or Medical Assets. 
 Permitted Liens. Liens, security
interests and other encumbrances permitted by §8.2. 
 Person. Any individual, corporation, limited liability company,
partnership, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof. 

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

Pool. The Initial Pool Properties plus any assets subsequently added as Pool Properties pursuant to §5.3 of this Agreement and
minus any Pool Properties subsequently released pursuant to §5.4 of this Agreement. 

  
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 Pool Availability. 

(a) At all times prior to the Release of Security Date, the Pool Availability shall be the amount which is the lowest of (i) the maximum
principal amount of Loans and Letter of Credit Liabilities that would not exceed sixty percent (60.0%) of the Pool Value, and (ii) the maximum principal amount of Loans and Letter of Credit Liabilities that would not cause the Implied Debt
Service Coverage Ratio to be less than 1.45 to 1.00; and 
 (b) At all times from and after the Release of Security Date, the Pool
Availability shall be the amount which is the lowest of (a) the maximum principal amount of Loans and Letter of Credit Liabilities, which when added to all Unsecured Debt other than the Loans and Letter of Credit Liabilities, would not cause
the Consolidated Total Unsecured Debt to be greater than fifty-five percent (55.0%) of the Pool Value, and (b) the maximum principal amount of Loans and Letter of Credit Liabilities, which when added to all Unsecured Debt other than the
Loans and Letter of Credit Liabilities, would not cause the Implied Debt Service Coverage Ratio to be less than 1.50 to 1.00. 
 Pool
Certificate. See §7.4(c) 
 Pool Property or Pool Properties. At the time of determination, the Eligible Real Estate owned
or leased pursuant to a Ground Lease approved by the Agent, by a Subsidiary Guarantor with respect to which all of the Equity Interests in such Subsidiary Guarantor have been pledged to the Agent pursuant to the Assignment of Interests and which
satisfies the provisions of this Agreement to be included in the calculation of Pool Availability. 
 Pool Value. As of the date of
determination, without duplication, the lesser of the following amounts determined individually for each Pool Property: (a) the Appraised Value of such Pool Property, and (b) the sum of the Property Costs and Acquisition Closing Costs of
such Pool Property. The aggregate Pool Value for all Pool Properties shall be the sum of such calculations for all of the Pool Properties; provided, however, in the event that an adverse change occurs with respect to a material tenant(s)
(individually or in the aggregate) at a Pool Property (e.g., amendment to a lease without Agent’s prior written consent, lease termination, default of base rent or other material payment obligations under its respective Lease for more than
seventy-five (75) days beyond the date upon which such payment obligations were due, assignment or sublease of a material portion of the space without Agent’s prior written consent), then for the purposes of the covenant calculations, at
the Borrower’s election, the Pool Property will immediately after the end of such 75 day period be valued at either (i) zero (0), or (ii) the current Appraised Value as determined by an updated Appraisal acceptable to the Agent.
Additionally, if performance of the Pool Property improves or the adverse change is otherwise cured to Agent’s reasonable satisfaction, then the Borrower will have the right to obtain a new Appraisal acceptable to the Agent. Once the new
Appraisal is accepted by Agent, then the value of the Pool Property shall be updated for purposes of this Agreement. 
 Potential Pool
Property. Any Real Estate of a Wholly Owned Subsidiary of Borrower which is not at the time included in the Pool and which consists of (i) Eligible Real Estate, or (ii) Real Estate which is capable of becoming Eligible Real Estate
through the approval of the Agent and, prior to the Release of Security Date, Agent and the Required Lenders, and the completion and delivery of Eligible Real Estate Qualification Documents. 

  
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 Preferred Distributions. For any period and without duplication, all Distributions paid,
declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by the Borrower or any of its Subsidiaries or REIT. Preferred Distributions shall not include dividends or distributions: (a) paid or
payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests; (b) paid or payable to the Borrower or any of its Subsidiaries; or (c) constituting or resulting in the redemption of Preferred
Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full. 
 Preferred
Securities. With respect to any Person, Equity Interests in such Person, which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon
liquidation, or both. 
 Primary Licenses. With respect to any Pool Property or Person operating all or a portion of such Pool
Property, as the case may be, the CON, permit or license to operate as a medical office, acute surgery center, long-term care center, hospital or other health care facility, as the case may be, and each Medicaid/Medicare/TRICARE provider agreement,
if applicable. 
 Real Estate. All real property, including, without limitation, the Pool Properties, at the time of determination
then owned or leased (as lessee or sublessee) in whole or in part or operated by REIT, the Borrower or any of their respective Subsidiaries, or an Unconsolidated Affiliate of the Borrower and which is located in the United States of America or the
District of Columbia. 
 Recipient. The Agent and any Lender. 

Record. The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records,
maintained by the Agent with respect to any Loan referred to in such Note. 
 Recourse Indebtedness. As of any date of determination,
any Indebtedness (whether secured or unsecured) which is recourse to REIT, the Borrower or any of their respective Subsidiaries. Recourse Indebtedness shall not include Non-Recourse Indebtedness, but shall include any Non-Recourse Exclusions at such
time a written claim is made with respect thereto, but only to the extent of such claim. 
 Register. See §18.2. 

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

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

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

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

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

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

(b) The Gross Asset Value shall not be less than $1,200,000,000.00; 

(c) The Pool Value shall not be less than $600,000,000.00; 

(d) The maximum principal amount of Loans and Letter of Credit Liabilities shall not exceed fifty-five percent (55.0%) of the Pool Value;
and 
 (e) The ratio of Consolidated Total Secured Debt to Gross Asset Value (expressed as a percentage) shall not exceed forty percent
(40.0%). 
 Release of Security Date. The date upon which Agent determines that the Release of Security Conditions have been
satisfied by Borrower. 
 Rent Roll. A report prepared by the Borrower showing for all Real Estate, including, without limitation,
each Pool Property, owned or leased by the Borrower or its Subsidiaries, its occupancy, lease expiration dates, lease rent and other information in substantially the form presented to Agent prior to the date hereof or in such other form as may be
reasonably acceptable to the Agent provided that for single-tenant properties leased under triple net leases, the applicable lease shall constitute the rent roll for such Real Estate and no separate report shall be required. 

Representative. See §14.16. 

Required Lenders. As of any date, the Lender or Lenders whose aggregate Revolving Credit Commitment Percentage is equal to or greater
than sixty-six and 7/10 percent (66.7%) of the Total Revolving Credit Commitment; provided, that (i) at all times when two (2) or more Lenders are party to this Agreement, the term “Required Lenders” shall in no event mean
less than two (2) Lenders, and (ii) in determining said percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the Revolving Credit Commitment Percentages of the Lenders shall be
redetermined for voting purposes only to exclude the Revolving Credit Commitment Percentages of such Defaulting Lenders. 
 Reserve
Percentage. For any Interest Period, that percentage which is specified three (3) Business Days before the first day of such Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other
Governmental 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. 

  
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 Revolving Credit Base Rate Loans. Revolving Credit Loans bearing interest calculated by
reference to the Base Rate. 
 Revolving Credit Commitment. With respect to each Revolving Credit Lender, the amount set forth on
Schedule 1.1 hereto as the amount of such Revolving Credit Lender’s Revolving Credit Commitment to make or maintain Revolving Credit Loans (other than Swing Loans) to the Borrower, to participate in Letters of Credit for the account
of the Borrower, and to participate in Swing Loans to the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement. 

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

Revolving Credit Lenders. Collectively, the Lenders which have a Revolving Credit Commitment, the initial Revolving Credit Lenders
being identified on Schedule 1.1 hereto. 
 Revolving Credit LIBOR Rate Loans. Revolving Credit Loans bearing interest
calculated by reference to LIBOR. 
 Revolving Credit Loan or Revolving Credit Loans. An individual Revolving Credit Loan or
the aggregate Revolving Credit Loans, as the case may be, in the maximum principal amount of TWO HUNDRED FORTY MILLION AND NO/100 DOLLARS ($240,000,000.00) (subject to increase as provided in §2.11) to be made by the Revolving Credit Lenders
hereunder as more particularly described in §2.1. Without limiting the foregoing, Revolving Credit Loans shall also include Revolving Credit Loans made pursuant to §2.10(f). 

Revolving Credit Maturity Date. December 22, 2018, as such date may be extended as provided in §2.12, or such earlier date on
which the Revolving Credit Loans shall become due and payable pursuant to the terms hereof. 
 Revolving Credit Notes. See
§2.1(b). 
 Sanctions Laws and Regulations. Any applicable sanctions, prohibitions or requirements imposed by any applicable
executive order or by any applicable sanctions program administered by OFAC, the United Nations Security Council, the European Union or Her Majesty’s Treasury. 

  
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 SEC. The federal Securities and Exchange Commission. 

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

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

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

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

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

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

State Regulator. See §7.10. 

Subordination of Advisory Agreement. The Second Amended and Restated Subordination of Advisory Fees dated as of even date herewith and
entered into between Borrower, REIT and the Advisor evidencing the subordination of the advisory fees payable by REIT to the Advisor to the Obligations, as the same may be amended, restated, supplemented or otherwise modified in accordance with the
terms hereof. 
 Subordination of Management Agreement. An agreement pursuant to which a manager of a Pool Property subordinates its
rights under a Management Agreement to the Loan Documents, such agreement to be in the form of as the initial Subordination of Management Agreement delivered by the Borrower or a Subsidiary Guarantor on the Closing Date, with such changes thereto as
Agent may reasonably require as a result of state law or practice or type of asset. 

  
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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. Notwithstanding any ownership interest in the Borrower, the Borrower shall at all
times be considered a Subsidiary of REIT. 
 Subsidiary Guarantors. Initially, those Persons described on Schedule 1.2
hereto and each Additional Guarantor. Upon any Additional Guarantor becoming a Subsidiary Guarantor or upon the release of a Subsidiary Guarantor in accordance with the terms of this Agreement, Agent may unilaterally amend Schedule 1.2.

 Survey. An instrument survey of each parcel of Pool Property prepared by a registered land surveyor which shall show the location
of all buildings, structures, easements and utility lines on such property, shall be sufficient to remove the standard survey exception from the relevant Title Policy, shall show that all buildings and structures are within the lot lines of the Pool
Property and shall not show any encroachments by others (or to the extent any encroachments are shown, such encroachments shall be acceptable to the Agent in its reasonable discretion), shall show rights of way, adjoining sites, establish building
lines and street lines, the distance to and names of the nearest intersecting streets and such other details as the Agent may reasonably require; and shall show whether or not the Pool Property is located in a flood hazard district as established by
the Federal Emergency Management Agency or any successor agency or is located in any flood plain, flood hazard or wetland protection district established under federal, state or local law and shall otherwise be in form and substance reasonably
satisfactory to the Agent. 
 Surveyor Certification. With respect to each parcel of Pool Property, a certificate executed by the
surveyor who prepared the Survey with respect thereto, dated as of a recent date prior to inclusion of such Pool Property in the Pool and containing such information relating to such parcel as the Agent or the Title Insurance Company may reasonably
require, such certificate to be reasonably satisfactory to the Agent in form and substance. 
 Swing Loan. See §2.5(a). 

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

  
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 Syndication Agent. SunTrust Bank, a Georgia state banking corporation, but only in the
event that SunTrust Bank is a Lender. 
 Taking. The taking or appropriation (including by deed in lieu of condemnation) of any Pool
Property, or any part thereof or interest therein, whether permanently or temporarily, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation proceeding, or in any other manner or any
damage or injury or diminution in value through condemnation, inverse condemnation or other exercise of the power of eminent domain. 

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

Tenant EBITDA. For any period for a tenant or Operator, an amount equal to (a) net income (or loss) of each person determined in
accordance with GAAP, plus (b) the sum of the following to the extent deducted in the calculation of net income: (i) interest expenses; (ii) income taxes; (iii) depreciation; (iv) amortization and (v) for any
senior housing facilities (memory care facilities, assisted living facilities, independent living facilities, and skilled nursing facilities), the actual property management expenses of such Medical Asset, minus (c) for any senior
housing facilities (memory care facilities, assisted living facilities, independent living facilities, and skilled nursing facilities), an amount equal to the greater of (i) actual property management expenses of such Medical Asset, or
(ii) five percent (5.0%) of the gross revenues from such Medical Asset, minus (d) the applicable capital reserve for such type of Medical Asset contemplated by subparts (i)-(iv) within the definition of “Medical
Properties Capital Reserve” in §1.1 of this Agreement. 
 Term Base Rate Loan. The Term Loans bearing interest by reference
to the Base Rate. 
 Term LIBOR Rate Loans. The Term Loans bearing interest by reference to LIBOR. 

Term Loan or Term Loans. An individual Term Loan or the aggregate Term Loans, as the case may be, in the maximum principal
amount of TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00) (subject to increase as provided in §2.11) made by the Term Loan Lenders hereunder. 

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

  
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 Term Loan Lenders. Collectively, the Lenders that have a Term Loan Commitment, the
initial Term Loan Lenders being identified on Schedule 1.1 hereto. 
 Term Loan Maturity Date. December 22, 2019, as such date
may be extended as provided in §2.12, or such earlier date on which the Term Loans shall become due and payable pursuant to the terms hereof. 

Term Loan Note. Each promissory note made by the Borrower in favor of a Term Loan Lender in the principal face amount equal to such
Term Loan Lender’s Term Loan Commitment, in substantially the form of Exhibit C hereto. 
 Third Party Payor Programs.
Any participation or provider agreements with any third party payor, including Medicare, Medicaid, TRICARE and any Insurer, and any other private commercial insurance managed care and employee assistance program, to which Borrower, any Subsidiary
Guarantor or any Operator may be subject with respect to any Pool Property. 
 Titled Agents. The Syndication Agent, the Joint
Arrangers and Bookrunners and the Documentation Agents. 
 Title Insurance Company. First American Title Insurance Company and/or any
other title insurance company or companies approved by the Agent and the Borrower. 
 Title Policy. With respect to each parcel of
Pool Property, an ALTA standard form owner’s title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of owner’s title insurance policy reasonably acceptable to the Agent) issued by a Title
Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under Applicable Law) in an amount approved by the Agent as the Agent may reasonably
require based upon the fair market value of the applicable Pool Property and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold
interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or
matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion. 

Total Commitment. The sum of the Commitments of the Lenders, as in effect from time to time. As of the date of this Agreement, the
Total Commitment is Two Hundred Sixty-Five Million and No/100 Dollars ($265,000,000.00), and is subject to increase as provided in §2.11. 

Total Revolving Credit Commitment. The sum of the Revolving Credit Commitments of the Revolving Credit Lenders, as in effect from time
to time. As of the date of this Agreement, the Total Revolving Credit Commitment is Two Hundred Forty Million and No/100 Dollars ($240,000,000.00). The Total Revolving Credit Commitment may increase in accordance with §2.11. 

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

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

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

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

Unused Fee. See §2.3. 

Unused Fee Percentage. With respect to any day during a calendar quarter, (i) 0.20% per annum, if the sum of the Revolving
Credit Loans (other than Revolving Credit Loans made by a Defaulting Lender), Letter of Credit Liabilities and Swing Loans outstanding on such day is 50% or more of the Total Revolving Credit Commitment (other than Revolving Credit Commitments made
by a Defaulting Lender), or (ii) 0.30% per annum if the sum of the Revolving Credit Loans (other than Revolving Credit Loans made by a Defaulting Lender), Letter of Credit Liabilities and Swing Loans outstanding on such day is less than
50% of the Total Revolving Credit Commitment (other than Revolving Credit Commitments made by a Defaulting Lender). 
 U.S. Person.
Any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code. 
 Unsecured Debt.
Indebtedness of REIT, the Borrower and their respective Subsidiaries outstanding at any time which is not Secured Debt. 
 Wholly Owned
Subsidiary. As to the Borrower, any Subsidiary of Borrower that is directly or indirectly owned 100% by the Borrower. 
 Withholding
Agent. The REIT, the Borrower, any other Guarantor and the Agent, as applicable. 

  
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 §1.2 Rules of Interpretation.  

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

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

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

(e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting
entity to which they refer. 
 (f) The words “include”, “includes” and “including” are not limiting. 

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

(h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of
New York, have the meanings assigned to them therein. 
 (i) Reference to a particular “§”, refers to that section of this
Agreement unless otherwise indicated. 
 (j) The words “herein”, “hereof”, “hereunder” and words of like
import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. 
 (k) In the event of
any change in GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the
request of the Borrower or Agent, the Borrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other
requirement shall continue to provide substantially the same financial tests or restrictions of the Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Majority Lenders in their good faith judgment. Until
such time as such amendment shall have been executed and delivered by the Borrower, the Guarantors, the Agent and the Majority Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required
to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. 

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

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

 

	§2.	THE CREDIT FACILITY. 

 §2.1 Revolving Credit Loans.  

(a) Subject to the terms and conditions set forth in this Agreement, each of the Revolving Credit Lenders severally agrees to lend to the
Borrower, and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the Revolving Credit Maturity Date upon notice by the Borrower to the Agent given in accordance with §2.7, such sums as are requested
by the Borrower for the purposes set forth in §2.9 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (i) the sum of such Revolving Credit
Lender’s Revolving Credit Commitment and (ii) such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the sum of (A) the Pool Availability minus (B) the sum of (1) the amount of all outstanding
Revolving Credit Loans, Term Loans and Swing Loans, and (2) the aggregate amount of Letter of Credit Liabilities; provided, that, in all events no Default or Event of Default shall have occurred and be continuing; and provided,
further, that the outstanding principal amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Loans and Letter of Credit Liabilities shall not at any time exceed the Total Revolving Credit Commitment, and
the outstanding principal amount of the Revolving Credit Loans (after giving effect to all amounts 

  
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requested), Term Loans, Swing Loans and Letter of Credit Liabilities shall not at any time exceed the Total Commitment or cause a violation of the covenant set forth in §9.1. The Revolving
Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the
Borrower that all of the conditions required of the Borrower set forth in §10 and §11 have been satisfied on the date of such request. The Agent may assume that the conditions in §10 and §11 have been satisfied unless it receives
prior written notice from a Revolving Credit Lender that such conditions have not been satisfied. No Revolving Credit Lender shall have any obligation to make Revolving Credit Loans to the Borrower or participate in Letter of Credit Liabilities in
the maximum aggregate principal outstanding balance of more than the principal face amount of its Revolving Credit Note. 
 (b) The
Revolving Credit Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A hereto (collectively, the “Revolving Credit Notes”), dated of even date with this Agreement (except
as otherwise provided in §2.11 or §18.3) and completed with appropriate insertions. One Revolving Credit Note shall be payable to the order of each Revolving Credit Lender in the principal amount equal to such Revolving Credit
Lender’s Revolving Credit Commitment or, if less, the outstanding amount of all Revolving Credit Loans made by such Revolving Credit Lender, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes Agent to make or
cause to be made, at or about the time of the Drawdown Date of any Revolving Credit Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such Revolving Credit Loan
or (as the case may be) the receipt of such payment. The outstanding amount of the Revolving Credit Loans set forth on Agent’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Revolving Credit
Lender, but the failure to record, or any error in so recording, any such amount on Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Revolving Credit Note to make payments of principal of
or interest on any Revolving Credit Note when due. There shall not be deemed to have occurred, and there has not otherwise occurred, any payment, satisfaction or novation of the indebtedness evidenced by the “Revolving Credit Notes”, as
defined in the Original Credit Agreement, which indebtedness is instead allocated among the Revolving Credit Lenders as of the date hereof, as applicable, in accordance with their respective Revolving Credit Commitment Percentages. On the Closing
Date, the Revolving Credit Lenders shall make adjustments among themselves so that the outstanding Revolving Credit Loans are consistent with their Revolving Credit Commitment Percentages. 

§2.2 Commitment to Lend Term Loan. Subject to the terms and conditions of this Agreement, each of the Term Loan Lenders severally
agrees to lend to the Borrower on the Closing Date the lesser of (i) such Term Loan Lender’s Term Loan Commitment and (ii) such Lender’s Term Loan Commitment Percentage of the sum of (A) the Pool Availability minus
(B) the sum of the aggregate principal amount of all outstanding Revolving Credit Loans, Term Loans and Swing Loans and the aggregate amount of Letter of Credit Liabilities. The Term Loans shall be evidenced by the Term Loan Notes, dated as of
even date with this Agreement (except as otherwise provided in §2.11(c) and §18.3). One Term Loan Note shall be payable to the order of each Term Loan Lender in the principal amount equal to such Term Loan Lender’s Term Loan
Commitment. In addition, any additional Term Loans made as a result of any 

  
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increase in the Total Term Loan Commitment pursuant to §2.11 shall be made on the applicable Commitment Increase Date and each Term Loan Lender which elects to increase its or acquire a Term
Loan Commitment pursuant to §2.11 severally and not jointly agrees to make a Term Loan to the Borrower on such Commitment Increase Date in an amount equal to the lesser of (a) with respect to any existing Term Loan Lender, the amount by
which such Lender’s Term Loan Commitment increases on the applicable Commitment Increase Date, and with respect to any new Term Loan Lender, the amount of such new Lender’s Term Loan Commitment, and (b) such Lender’s Term Loan
Commitment Percentage of the sum of (X) the Pool Availability minus (Y) the sum of the aggregate principal amount of all outstanding Revolving Credit Loans, Term Loans and Swing Loans and the aggregate amount of Letter of Credit
Liabilities. No Term Loan Lender shall have any obligation to make Term Loans to the Borrower in the maximum aggregate principal outstanding balance of more than the lesser of (1) the amount equal to its Term Loan Commitment Percentage of the
Term Loan Commitments and (2) the principal face amount of its Term Loan Note. 
 §2.3 Facility Unused Fee. The Borrower
agrees to pay to the Agent for the account of the Revolving Credit Lenders (other than a Defaulting Lender for such period of time as such Lender is a Defaulting Lender) in accordance with their respective Revolving Credit Commitment Percentages a
facility unused fee (the “Unused Fee”) equal to an aggregate amount computed on a daily basis for such calendar year by multiplying the Unused Fee Percentage applicable to such day, calculated as a per diem rate, times the excess of
the Total Revolving Credit Commitment (other than Revolving Credit Commitments made by a Defaulting Lender) over the Outstanding Revolving Credit Loans (other than Revolving Credit Loans made by a Defaulting Lender), Letter of Credit Liabilities and
Swing Loans on such day. The facility unused fee shall be payable quarterly in arrears on the first (1st) day of each calendar quarter for the immediately preceding calendar quarter or portion thereof, and on any earlier date on which the
Revolving Credit Commitments shall be reduced or shall terminate as provided in §2.4, with a final payment on the Revolving Credit Maturity Date. 

§2.4 Reduction and Termination of the Revolving Credit Commitments. The Borrower shall have the right at any time and from time to
time upon five (5) Business Days’ prior written notice to the Agent to reduce by $5,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof (provided that in no event shall the Total Revolving Credit Commitment be
reduced in such manner to an amount less than fifty percent (50.0%) of the highest Total Revolving Credit Commitment at any time existing under this Agreement) or to terminate entirely the Revolving Credit Commitments, whereupon the Revolving
Credit Commitments of the Revolving Credit Lenders shall be reduced pro rata in accordance with their respective Revolving Credit Commitment Percentages of the amount specified in such notice or, as the case may be, terminated, any such termination
or reduction to be without penalty except as otherwise set forth in §4.7; provided, however, that no such termination or reduction shall be permitted if, after giving effect thereto, the sum of Outstanding Revolving Credit Loans,
the Outstanding Swing Loans and the Letter of Credit Liabilities would exceed the Revolving Credit Commitments of the Revolving Credit Lenders as so terminated or reduced. Promptly after receiving any notice from the Borrower delivered pursuant to
this §2.4, the Agent will notify the Revolving Credit Lenders of the substance thereof. The Total Revolving Credit Commitment shall also be reduced as provided in §7.7. Any reduction of the Revolving Credit Commitments shall also result in
a proportionate reduction (rounded to the next lowest integral multiple of 

  
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$100,000.00) in the maximum amount of Swing Loans and Letters of Credit. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective
accounts of the Revolving Credit Lenders the full amount of any facility fee under §2.3 then accrued on the amount of the reduction. No reduction or termination of the Revolving Credit Commitments may be reinstated. 

§2.5 Swing Loan Commitment. 

(a) Subject to the terms and conditions set forth in this Agreement, Swing Loan Lender agrees to lend to the Borrower (the “Swing
Loans”), and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the date which is five (5) Business Days prior to the Revolving Credit Maturity Date upon notice by the Borrower to the Swing Loan
Lender given in accordance with this §2.5, such sums as are requested by the Borrower for the purposes set forth in §2.9 in an aggregate principal amount at any one time outstanding not exceeding the Swing Loan Commitment; provided
that in all events (i) no Default or Event of Default shall have occurred and be continuing; (ii) the outstanding principal amount of the Revolving Credit Loans and Swing Loans (after giving effect to all amounts requested) plus
Letter of Credit Liabilities shall not at any time exceed the Total Revolving Credit Commitment; and (iii) the outstanding principal amount of the Revolving Credit Loans, Term Loans and Swing Loans (after giving effect to all amounts requested)
plus Letter of Credit Liabilities, shall not at any time exceed the lesser of (A) the Total Commitment or (B) the Pool Availability (giving effect to the amount of all Outstanding Revolving Credit Loans, Swing Loans and Letter of
Credit Liabilities), or cause a violation of the covenant set forth in §9.1. Notwithstanding anything to the contrary contained in this §2.5, the Swing Loan Lender shall not be obligated to make any Swing Loan at a time when any other
Revolving Credit Lender is a Defaulting Lender, unless the Swing Loan Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Lenders that are Non-Defaulting Lenders consistent with §2.13(c)
and the Defaulting Lender shall not participate therein, except to the extent the Swing Loan Lender has entered into arrangements with the Borrower or such Defaulting Lender that are satisfactory to the Swing Loan Lender in its good faith
determination to eliminate the Swing Loan Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. Swing Loans shall constitute “Revolving Credit Loans” for all purposes
hereunder. The funding of a Swing Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in §10 and §11 have been satisfied on the date of such funding. The Swing Loan Lender may
assume that the conditions in §10 and §11 have been satisfied unless Swing Loan Lender has received written notice from a Revolving Credit Lender that such conditions have not been satisfied. Each Swing Loan shall be due and payable within
three (3) Business Days of the date such Swing Loan was provided and the Borrower hereby agrees (to the extent not repaid as contemplated by §2.5(d) below) to repay each Swing Loan on or before the date that is three (3) Business Days
from the date such Swing Loan was provided. A Swing Loan may not be refinanced with another Swing Loan. 
 (b) The Swing Loans shall be
evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit B hereto (the “Swing Loan Note”), dated the date of this Agreement and completed with appropriate insertions. The Swing Loan Note
shall be payable to the order of the Swing Loan Lender in the principal face amount equal to the Swing 

  
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Loan Commitment and shall be payable as set forth below. The Borrower irrevocably authorizes the Swing Loan Lender to make or cause to be made, at or about the time of the Drawdown Date of any
Swing Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on the Swing Loan Lender’s Record reflecting the making of such Swing Loan or (as the case may be) the receipt of such payment. The outstanding
amount of the Swing Loans set forth on the Swing Loan Lender’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to the Swing Loan Lender, but the failure to record, or any error in so
recording, any such amount on the Swing Loan Lender’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Swing Loan Note to make payments of principal of or interest on any Swing Loan Note when
due. 
 (c) The Borrower shall request a Swing Loan by delivering to the Swing Loan Lender a Loan Request executed by an Authorized Officer
no later than 11:00 a.m. (Cleveland time) on the requested Drawdown Date specifying the amount of the requested Swing Loan (which shall be in the minimum amount of $1,000,000.00) and providing the wire instructions for the delivery of the Swing Loan
proceeds. The Loan Request shall also contain the statements and certifications required by §2.7(i) and (ii). Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept such Swing Loan on
the Drawdown Date. Notwithstanding anything herein to the contrary, a Swing Loan shall be a Revolving Credit Base Rate Loan and shall bear interest at the Base Rate plus the Applicable Margin for Base Rate Loans. The proceeds of the Swing Loan will
be disbursed by wire by the Swing Loan Lender to the Borrower no later than 1:00 p.m. (Cleveland time). 
 (d) The Swing Loan Lender shall,
within two (2) Business Days after the Drawdown Date with respect to such Swing Loan, request each Revolving Credit Lender, including the Swing Loan Lender, to make a Revolving Credit Loan pursuant to §2.1 in an amount equal to such
Revolving Credit Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Loan outstanding on the date such notice is given. In the event that the Borrower does not notify the Agent in writing otherwise on or before noon
(Cleveland Time) on the Business Day of the Drawdown Date with respect to such Swing Loan, Agent shall notify the Revolving Credit Lenders that such Revolving Credit Loan shall be a Revolving Credit LIBOR Rate Loan with an Interest Period of
one (1) month, provided that the making of such Revolving Credit LIBOR Rate Loan will not be in contravention of any other provision of this Agreement, or if the making of a Revolving Credit LIBOR Rate Loan would be in contravention of this
Agreement, then such notice shall indicate that such loan shall be a Revolving Credit Base Rate Loan. The Borrower hereby irrevocably authorizes and directs the Swing Loan Lender to so act on its behalf, and agrees that any amount advanced to the
Agent for the benefit of the Swing Loan Lender pursuant to this §2.5(d) shall be considered a Revolving Credit Loan pursuant to §2.1. Unless any of the events described in paragraph (h), (i) or (j) of §12.1 shall have
occurred (in which event the procedures of §2.5(e) shall apply), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Loan Lender for the account of the Swing Loan Lender at the Agent’s
Head Office prior to 12:00 noon (Cleveland time) in funds immediately available no later than the third (3rd) Business Day after the date such notice is given just as if the Revolving Credit Lenders were funding directly to the Borrower, so
that thereafter such Obligations shall be evidenced by the Revolving Credit Notes. The proceeds of such Revolving Credit Loan shall be immediately applied to repay the Swing Loans. 

  
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 (e) If for any reason a Swing Loan cannot be refinanced by a Revolving Credit Loan pursuant to
§2.5(d), each Revolving Credit Lender will, on the date such Revolving Credit Loan pursuant to §2.5(d) was to have been made, purchase an undivided participation interest in the Swing Loan in an amount equal to its Revolving Credit
Commitment Percentage of such Swing Loan. Each Revolving Credit Lender will immediately transfer to the Swing Loan Lender in immediately available funds the amount of its participation and upon receipt thereof the Swing Loan Lender will deliver to
such Revolving Credit Lender a Swing Loan participation certificate dated the date of receipt of such funds and in such amount. 
 (f)
Whenever at any time after the Swing Loan Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participation interest in a Swing Loan, the Swing Loan Lender receives any payment on account thereof, the Swing Loan
Lender will distribute to such Revolving Credit Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Lender’s participating interest was
outstanding and funded); provided, however, that in the event that such payment received by the Swing Loan Lender is required to be returned, such Revolving Credit Lender will return to the Swing Loan Lender any portion thereof
previously distributed by the Swing Loan Lender to it. 
 (g) Each Lender’s obligation to fund a Revolving Credit Loan as provided in
§2.5(d) or to purchase participation interests pursuant to §2.5(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or
other right which such Revolving Credit Lender or the Borrower may have against the Swing Loan Lender, the Borrower or anyone else for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any
adverse change in the condition (financial or otherwise) of REIT, the Borrower or any of their respective Subsidiaries; (iv) any breach of this Agreement or any of the other Loan Documents by the Borrower or any Guarantor or any Lender; or
(v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any portions of a Swing Loan not so purchased or converted may be treated by the Agent and Swing Loan Lender as against such Revolving
Credit Lender as a Revolving Credit Loan which was not funded by the non-purchasing Lender, thereby making such Revolving Credit Lender a Defaulting Lender. Each Swing Loan, once so sold or converted, shall cease to be a Swing Loan for the purposes
of this Agreement, but shall be a Revolving Credit Loan made by each Revolving Credit Lender under its Revolving Credit Commitment. 

§2.6 Interest on Loans. 

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

(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. 

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

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

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

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

§2.7 Requests for Revolving Credit Loans. Except with respect to the initial Revolving Credit Loan on the Closing Date, the
Borrower shall give to the Agent written notice executed by an Authorized Officer in the form of Exhibit H hereto (or telephonic notice confirmed in writing in the form of Exhibit H hereto) of each Revolving Credit Loan
requested hereunder (a “Loan Request”) by noon (Cleveland time) one (1) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and two (2) Business Days prior to the proposed Drawdown Date with respect
to LIBOR Rate Loans. Each such notice shall specify with respect to the requested Revolving Credit Loan the proposed principal amount of such Revolving Credit Loan, the Type of Revolving Credit Loan, the initial Interest Period (if applicable) for
such Revolving Credit Loan and the Drawdown Date. Each such notice shall also contain (i) a general statement as to the purpose for which such advance shall be used (which purpose shall be in accordance with the terms of §2.9) and
(ii) a certification by the chief executive officer, president, chief financial officer or chief accounting officer of the Borrower that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after
giving effect to the making of such Revolving Credit Loan. Promptly upon receipt of any such notice, the Agent shall notify each of the Revolving Credit Lenders thereof. Each such Loan Request shall be irrevocable and binding on the Borrower and
shall obligate the Borrower to accept the Revolving Credit Loan requested from the Revolving Credit Lenders on the proposed Drawdown Date. Nothing herein shall prevent the Borrower from seeking recourse against any Revolving Credit Lender that fails
to advance its proportionate share of a requested Revolving Credit Loan as required by this Agreement. Each Loan Request shall be (a) for a Revolving Credit Base Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple
of $100,000.00 in excess thereof; or (b) for a Revolving Credit LIBOR Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof; provided, however, that there shall be no
more than five (5) Revolving Credit LIBOR Rate Loans outstanding at any one time. 

  
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 §2.8 Funds for Loans. 

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

(b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date of any Revolving Credit Loans, or on the
Closing Date or Commitment Increase Date (if applicable) with respect to any Term Loans, that such Lender will not make available to Agent such Lender’s Revolving Credit Commitment Percentage of a proposed Revolving Credit Loan, Agent may in
its discretion assume that such Lender has made such Loan available to Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such
Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such
corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made
available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds
Effective Rate plus one percent (1%). 
 §2.9 Use of Proceeds. The Borrower will use the proceeds of the Loans solely for
(a) payment of closing costs in connection with this Agreement, (b) acquisitions of fee simple ownership of Real Estate or Real Estate subject to a Ground Lease, (c) tenant improvements and leasing commissions with respect to the Real
Estate, (d) repayment of Indebtedness, (e) capital expenditures with respect to the Real Estate, and (f) general corporate and working capital purposes. 

§2.10 Letters of Credit. 

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

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

(b) Each Letter of Credit Request shall be submitted to the Issuing Lender at least five (5) Business Days (or such shorter period as the
Issuing Lender may approve) prior to the date upon which the requested Letter of Credit is to be issued. Each such Letter of Credit Request shall contain (i) a statement as to the purpose for which such Letter of Credit shall be used (which
purpose shall be in accordance with the terms of this Agreement), and (ii) a certification by the chief financial officer or chief accounting officer of the Borrower that the Borrower and Guarantors are and will be in compliance with all
covenants under the Loan Documents after giving effect to the issuance of such Letter of Credit. The Borrower shall further deliver to the Issuing Lender such additional applications (which application as of the


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

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

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

(e) Upon the issuance of each Letter of Credit, the Borrower shall pay to the Issuing Lender (i) for its own account, a Letter of Credit
fronting fee calculated at the rate per annum equal to one-eighth of one percent (0.125%) per annum of the face amount of such Letter of Credit (which fee shall not be less than $1,500 in any event) and an administrative charge of $250, and
(ii) for the accounts of the Revolving Credit Lenders that are Non-Defaulting Lenders (including the Issuing Lender) in accordance with their respective percentage shares of participation in such Letter of Credit, a Letter of Credit fee
calculated at the rate per annum equal to the then Applicable Margin for LIBOR Rate Loans on the amount available to be drawn under such Letter of Credit. Such fees shall be payable in quarterly installments in arrears with respect to each Letter of
Credit on the first day of each calendar quarter following the date of issuance and continuing on each quarter or portion thereof thereafter, as applicable, or on any earlier date on which the Revolving Credit Commitments shall terminate and on the
expiration or return of any Letter of Credit. In addition, the Borrower shall pay to Issuing Lender for its own account within five (5) days of demand of Issuing Lender the standard issuance, documentation and service charges for Letters of
Credit issued from time to time by Issuing Lender. 
 (f) In the event that any amount is drawn under a Letter of Credit by the beneficiary
thereof, the Borrower shall reimburse the Issuing Lender by having such amount drawn treated as an outstanding Revolving Credit Base Rate Loan under this Agreement (the Borrower being deemed to have requested a Revolving Credit Base Rate Loan on
such date in an amount equal to the amount of such drawing and such amount drawn shall be treated as an outstanding Revolving Credit Base Rate Loan under this Agreement) and the Agent shall promptly notify each Revolving Credit Lender by telex,
telecopy, email, telephone (confirmed in writing) or other similar means of transmission, and each Revolving Credit Lender shall promptly and unconditionally pay to the Agent, for the Issuing Lender’s own account, an amount equal to such
Revolving Credit Lender’s Revolving Credit Commitment Percentage of such Letter of Credit (to the extent of the amount drawn). The Borrower further hereby irrevocably authorizes and directs Agent to notify the Revolving Credit Lenders of the
Borrower’s intent to convert such Revolving Credit Base Rate Loan to a Revolving Credit LIBOR Rate Loan with an Interest Period of one (1) month on the third (3rd) Business Day
following the funding by the 

  
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Revolving Credit Lenders of their advance under this §2.10(f), provided that the making of such Revolving Credit LIBOR Rate Loan shall not be a contravention of any provision of this
Agreement. If and to the extent any Revolving Credit Lender shall not make such amount available on the Business Day on which such draw is funded, such Revolving Credit Lender agrees to pay such amount to the Agent forthwith on demand, together with
interest thereon, for each day from the date on which such draw was funded until the date on which such amount is paid to the Agent, at the Federal Funds Effective Rate until three (3) days after the date on which the Agent gives notice of such
draw and at the Federal Funds Effective Rate plus one percent (1.0%) for each day thereafter. Further, such Revolving Credit Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Credit
Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which such Revolving Credit Lender was required to fund pursuant to
this §2.10(f) until such amount has been funded (as a result of such assignment or otherwise). In the event of any such failure or refusal, the Revolving Credit Lenders not so failing or refusing shall be entitled to a priority secured position
for such amounts as provided in §12.5. The failure of any Revolving Credit Lender to make funds available to the Agent in such amount shall not relieve any other Revolving Credit Lender of its obligation hereunder to make funds available to the
Agent pursuant to this §2.10(f). 
 (g) If after the issuance of a Letter of Credit pursuant to §2.10(c) by the Issuing Lender,
but prior to the funding of any portion thereof by a Revolving Credit Lender, for any reason a drawing under a Letter of Credit cannot be refinanced as a Revolving Credit Loan, each Revolving Credit Lender will, on the date such Revolving Credit
Loan pursuant to §2.10(f) was to have been made, purchase an undivided participation interest in the Letter of Credit in an amount equal to its Revolving Credit Commitment Percentage of the amount of such Letter of Credit. Each Revolving Credit
Lender will immediately transfer to the Issuing Lender in immediately available funds the amount of its participation and upon receipt thereof the Issuing Lender will deliver to such Revolving Credit Lender a Letter of Credit participation
certificate dated the date of receipt of such funds and in such amount. 
 (h) Whenever at any time after the Issuing Lender has received
from any Revolving Credit Lender any such Revolving Credit Lender’s payment of funds under a Letter of Credit and thereafter the Issuing Lender receives any payment on account thereof, then the Issuing Lender will distribute to such Revolving
Credit Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Revolving Credit Lender’s participation interest was outstanding and funded);
provided, however, that in the event that such payment received by the Issuing Lender is required to be returned, such Revolving Credit Lender will return to the Issuing Lender any portion thereof previously distributed by the Issuing
Lender to it. 
 (i) The issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be
treated in all respects the same as the issuance of a new Letter of Credit. 
 (j) The Borrower assumes all risks of the acts, omissions, or
misuse of any Letter of Credit by the beneficiary thereof. Neither Agent, Issuing Lender nor any Lender will be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any


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

(a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this
§2.11, the Borrower shall have the option at any time and from time to time before the date that is one (1) year prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date (as each may be extended pursuant to §2.12
below), as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is
the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000.00 and increments of $1,000,000.00 in excess thereof, and the Total Commitment shall not exceed $550,000,000.00. Upon receipt
of any Increase Notice, the Agent shall consult with KCM and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in
connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to
all Revolving Credit Lenders or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment or the Total Term Loan
Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment or Term Loan Commitment, as
applicable, upon such terms shall provide Agent with a written 

  
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commitment letter specifying the amount of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, which it is willing to provide prior to such deadline as may be
specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Revolving Credit Lenders or Term Loan Lenders, as applicable, who provide such
commitment letters on such basis as the Agent and KCM, shall determine in their sole discretion. If the additional Revolving Credit Commitments or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the
Revolving Credit Commitment Increase or the Term Loan Commitment Increase, as applicable, that is requested by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions
(which banks or lending institutions shall be acceptable to Agent, KCM, and the Borrower) to become a Revolving Credit Lender or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment or Term Loan Commitment, as
applicable. The Agent shall provide all Revolving Credit Lenders or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, to be
provided by each Revolving Credit Lender or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the
Revolving Credit Commitment Increase or Term Loan Commitment Increase, as applicable, specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment or
Term Loan Commitment. 
 (b) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans or Term Loans,
as applicable, shall be reallocated among the Revolving Credit Lenders or Term Loan Lenders, as applicable, such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans or Term Loans, as
applicable, owed to each Revolving Credit Lender or Term Loan Lender, as applicable, shall be equal to such Lender’s Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable (as in effect after the applicable
Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans or Term Loans, as applicable. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted.
On any Commitment Increase Date, those Revolving Credit Lenders or Term Loan Lenders whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall
be distributed among the Revolving Credit Lenders or Term Loan Lenders, as applicable, whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation
of the outstanding Revolving Credit Loans or Term Loans, as applicable. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. 

(c) Upon the effective date of each increase in the Total Revolving Credit Commitment or Total Term Loan Commitment pursuant to this
§2.11 the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving
Credit Notes or Term Loan Notes for each Lender whose Commitment has 

  
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changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment and such Term Loan Lender’s Term Loan Note shall
equal its Term Loan Commitment. The Agent shall deliver such replacement Revolving Credit Notes and Term Loan Notes to the respective Lenders in exchange for the Revolving Credit Notes and Term Loan Notes replaced thereby which shall be surrendered
by such Lenders. Such new Revolving Credit Notes and Term Loan Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and Term Loan Notes, as applicable, and that they do not constitute a novation, shall be dated
as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. In connection therewith, the Borrower shall deliver an opinion of counsel, addressed to the
Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and Term Loan Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in
connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and Term Loan Notes shall be canceled and returned to the Borrower. 

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

(i) Payment of Activation Fee. The Borrower shall pay (A) to the Agent and KCM those fees described in and
contemplated by the Agreement Regarding Fees with respect to the applicable Commitment Increase, and (B) to KCM such facility fees as the Revolving Credit Lenders or Term Loan Lenders who are providing an additional Revolving Credit Commitment
or Term Loan Commitment, as applicable, may require to increase the aggregate Revolving Credit Commitment or Term Loan Commitment, which fees shall, when paid, be fully earned and non-refundable under any circumstances. KCM shall pay to the Lenders
acquiring the applicable Commitment Increase certain fees pursuant to their separate agreement; and 
 (ii) No
Default. On the date any Increase Notice is given and on the date such increase becomes effective, both immediately before and after the Total Revolving Credit Commitment or Term Loan Commitment is increased, there shall exist no Default or
Event of Default; and 
 (iii) Representations True. The representations and warranties made by the Borrower and
Guarantors in the Loan Documents or otherwise made by or on behalf of the Borrower or the Guarantors in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and
correct in all material respects on the date of such Increase Notice and on the date the Total Revolving Credit Commitment or Term Loan Commitment is increased, both immediately before and after the Total Revolving Credit Commitment or Term Loan
Commitment is increased; and 

  
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 (iv) Additional Documents and Expenses. The Borrower and the Guarantors
shall execute and deliver to Agent and the Lenders such additional documents (including, without limitation, amendments to the Security Documents), instruments, certifications and opinions as the Agent may reasonably require in its sole and absolute
discretion (including, without limitation, in the case of the Borrower, a Compliance Certificate and Pool Certificate, demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to
the increase) and the Borrower shall pay the cost of any title searches, updated UCC searches, all recording costs and fees, and any and all intangible taxes or other documentary taxes, assessments or charges or any similar fees, taxes or expenses
which are required to be paid in connection with such increase; 
 (v) Other. The Borrower shall satisfy such other
conditions to such increase as Agent may require in its reasonable discretion. 
 §2.12 Extension of Revolving Credit Maturity Date
and/or Term Loan Maturity Date.  
 (a) Borrower shall have (x) the one-time right and option to extend the Revolving Credit
Maturity Date to December 22, 2019 (the “First Revolving Credit Maturity Date Extension Option”), and (y) the one-time right and option to extend the Term Loan Maturity Date to December 22, 2020, in each case, upon
satisfaction of the following conditions precedent, which must be satisfied prior to the effectiveness of any extension of either the Revolving Credit Maturity Date of the Term Loan Maturity Date: 

(i) Extension Request. The Borrower shall deliver written notice of such request (the “Extension Request”) to
the Agent not earlier than the date which is one hundred twenty (120) days and not later than the date which is sixty (60) days prior to the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable (as determined without
regard to such extension). Any such Extension Request shall be irrevocable and binding on the Borrower. 
 (ii) Payment
of Extension Fee. The Borrower shall pay to the Agent for the pro rata accounts of the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments, or the Term Loan Lenders in accordance with their respective Term
Loan Commitments, as applicable, an extension fee in an amount equal to twenty (20) basis points on the Total Revolving Credit Commitment in effect on the Revolving Credit Maturity Date or the Total Term Loan Commitment in effect on the Term
Loan Maturity Date, as applicable (as determined without regard to such extension), which fee shall, when paid, be fully earned and non-refundable under any circumstances. 

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

(iv) Representations and Warranties. The representations and warranties made by the Borrower and the Guarantors in the
Loan Documents or otherwise made by or on behalf of the Borrower and the Guarantors in connection therewith or after the 

  
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date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the date the Extension Request is given and on the
Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable (as determined without regard to such extension). 

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

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

(b) Provided that Borrower has duly exercised the First Revolving Credit Maturity Date Extension Option in accordance with the terms and
conditions set forth in §2.12(a) above, Borrower shall have the one-time right and option to further extend the Revolving Credit Maturity Date to December 22, 2020, upon further satisfaction of the conditions precedent set forth in
§2.12(a)(i)-(vi) above, which must be satisfied prior to the effectiveness of any further extension of the Revolving Credit Maturity Date. Such extension of the Revolving Credit Maturity Date shall be effective upon the later of
(i) the date such notice is given and (ii) the date the extension fee is paid; provided, that Borrower also certifies to Agent in writing that the conditions in §2.12(a)-(vi) have also been satisfied. Agent shall promptly notify
Borrower in writing when the extension is effective (provided no such acknowledgment shall constitute a waiver of any misrepresentation or other Default or Event of Default). 

§2.13 Defaulting Lenders. 

(a) If for any reason any Lender shall be a Defaulting Lender, then, in addition to the rights and remedies that may be available to the Agent
or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect
of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Majority Lenders, the Majority Revolving Credit Lenders, the Required Lenders, all of the Lenders or affected Lenders, shall,
except as provided in §27, be suspended during the pendency of such failure or refusal. If a 

  
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Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure
periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such
delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate plus one percent (1%), (ii) to withhold or setoff and to apply in satisfaction of the
defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent
jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall be applied as set forth in §2.13(d). 

(b) Any Non-Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire all or a portion of a Defaulting
Lender’s Commitments. Any Lender desiring to exercise such right shall give written notice thereof to the Agent and the Borrower no sooner than two (2) Business Days and not later than five (5) Business Days after such Defaulting
Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of such Defaulting Lender’s Commitments in proportion to the Commitments of the other Lenders exercising
such right. If after such 5th Business Day, the Lenders have not elected to purchase all of the Commitments of such Defaulting Lender, then the Borrower (so long as no Default or Event of Default exists) or the Majority Lenders may, by giving
written notice thereof to the Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitments to an eligible assignee subject to and in accordance with the provisions of §18.1 for the purchase
price provided for below. No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an eligible assignee. Upon any such purchase or assignment, and any such demand with respect to which the
conditions specified in §18.1 have been satisfied, the Defaulting Lender’s interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate
to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or
assignee thereof, including an appropriate Assignment and Acceptance Agreement. The purchase price for the Commitments of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to
the Defaulting Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees. Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent
pursuant to §2.13(d). 
 (c) During any period in which there is a Defaulting Lender, all or any part of such Defaulting Lender’s
obligation to acquire, refinance or fund participations in Letters of Credit pursuant to §2.10(g) or Swing Loans pursuant to §2.5(e) shall be reallocated among the Revolving Credit Lenders that are Non-Defaulting Lenders in accordance with
their respective Revolving Credit Commitment Percentages (computed without giving effect to the Revolving Credit Commitment of such Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the
applicable Revolving Credit Lender becomes a Defaulting 

  
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Lender, no Default or Event of Default exists, (ii) the conditions set forth in §10 and §11 are satisfied at the time of such reallocation (and, unless the Borrower shall have
notified the Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at the time), (iii) the representations and warranties in the Loan Documents shall be true and correct in all
material respects on and as of the date of such reallocation with the same effect as though made on and as of such date, and (iv) the aggregate obligation of each Revolving Credit Lender that is a Non-Defaulting Lender to acquire, refinance or
fund participations in Letters of Credit and Swing Loans shall not exceed the positive difference, if any, of (A) the Revolving Credit Commitment of that Non-Defaulting Lender minus (B) the sum of (1) the aggregate outstanding
principal amount of the Revolving Credit Loans of that Lender plus (2) such Lender’s pro rata portion in accordance with its Revolving Credit Commitment Percentage of outstanding Letter of Credit Liabilities and Swing Loans. No
reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of
such Non-Defaulting Lender’s increased exposure following such reallocation. 
 (d) Any payment of principal, interest, fees or other
amounts received by the Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Agent for the account of such Defaulting Lender pursuant to
§13), shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent (other than with respect to Letter of Credit Liabilities) hereunder;
second, to the payment of any amounts owing by such Defaulting Lender to the Issuing Lender (with respect to Letter of Credit Liabilities) and/or the Swing Loan Lender hereunder; third, if so determined by the Agent or requested by the Issuing
Lender or the Swing Loan Lender, to be held as cash collateral for future funding obligations of such Defaulting Lender of any participation in any Letter of Credit or Swing Loan; fourth, as the Borrower may request (so long as no Default or Event
of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so determined by the Agent and the Borrower, to be
held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of such Defaulting Lender to fund Loans or participations under this Agreement and (y) be held as cash collateral for future funding
obligations of such Defaulting Lender of any participation in any Letter of Credit or Swing Loan; sixth, to the payment of any amounts owing to the Agent or the Lenders (including the Issuing Lender and the Swing Loan Lender) as a result of any
judgment of a court of competent jurisdiction obtained by the Agent or any Lender (including the Issuing Lender and the Swing Loan Lender) against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under
this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender
as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (i) such payment is a payment of
the principal amount of any Loans or funded participations in Letters of Credit or Swing Loans in respect of which such Defaulting Lender has not fully funded its appropriate share and (ii) such Loans or funded participations in Letters of
Credit or Swing Loans were made at a time when the conditions set forth in §10 and §11, to the extent 

  
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required by this Agreement, were satisfied or waived, such payment shall be applied solely to pay the Loans of, and funded participations in Letters of Credit or Swing Loans owed to, all
Non-Defaulting Lenders on a pro rata basis until such time as all Loans and funded and unfunded participations in Letters of Credit and Swing Loans are held by the Lenders pro rata in accordance with their Revolving Credit Commitment Percentages and
Term Loan Commitment Percentages, as applicable, without regard to §2.13(c), prior to being applied to the payment of any Loans of, or funded participations in Letters of Credit or Swing Loans owed to, such Defaulting Lender. Any payments,
prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this §2.13(d) shall be deemed paid to and redirected by such
Defaulting Lender, and each Lender irrevocably consents hereto, and to the extent allocated to the repayment of principal of the Loan, shall not be considered outstanding principal under this Agreement. 

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

(ii) Each Revolving Credit Lender that is a Defaulting Lender shall not be entitled to receive Letter of Credit fees pursuant
to §2.10(e) for any period during which that Revolving Credit Lender is a Defaulting Lender. 
 (iii) With respect to
any facility unused fee or Letter of Credit fees not required to be paid to any Defaulting Lender pursuant to clause (i) or (ii) above, the Borrower shall (x) pay to each Non-Defaulting Lender that is a Revolving Credit Lender that
portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit Liabilities or Swing Loans that has been reallocated to such Non-Defaulting Lender pursuant to
§2.13(c), (y) pay to the Issuing Lender and Swing Loan Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the Issuing Lender’s or Swing Loan Lender’s Fronting Exposure to such
Defaulting Lender and (z) not be required to pay any remaining amount of any such fee. 

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

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

§3.2 Mandatory Prepayments. 

(a) If at any time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the
Letter of Credit Liabilities exceeds the lesser of (A) the Total Revolving Credit Commitment or (B) the Pool Availability, or (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans,
the Term Loans and the Letter of Credit Liabilities exceeds the lesser of (A) the Total Commitment or (B) the Pool Availability, then the Borrower shall, within fifteen (15) calendar days of such occurrence, pay the amount of such
excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)(A)) or all of the Lenders (in the case of clauses (i)(B) and (ii)), as applicable, for application to the Revolving Credit Loans and, Swing
Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender for application to the Revolving Credit Loans
and Swing Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. 

(b) In the event there shall have occurred a casualty with respect to any Pool Property and the Borrower is required to repay the Loans
pursuant to §7.7 or a Taking and the Borrower is required to repay the Loans pursuant to §7.7, the Borrower shall prepay the Loans within two (2) Business Days of the date of receipt by the Borrower or the Agent of any Insurance
Proceeds or Condemnation Proceeds in respect of such casualty or Taking, as applicable, in the amount required pursuant to the relevant provisions of §7.7. 

  
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 §3.3 Optional Prepayments. 

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

(c) The Borrower shall give the Agent, no later than 10:00 a.m. (Cleveland time) at least three (3) days prior written notice of any
prepayment pursuant to this §3.3, in each case specifying the proposed date of prepayment of the Loans and the principal amount to be prepaid (provided that any such notice may be revoked or modified upon one (1) day’s prior notice to
the Agent). Notwithstanding the foregoing, no prior notice shall be required for the prepayment of any Swing Loan. 
 §3.4 Partial
Prepayments. Each partial prepayment of the Loans under §3.3 shall be in a minimum amount of $500,000.00 or an integral multiple of $100,000.00 in excess thereof, shall be accompanied by the payment of accrued interest on the principal
prepaid to the date of payment. Each partial payment under §3.2 and §3.3 shall be applied first to the principal of any Outstanding Swing Loans, then, in the absence of instruction by the Borrower, and then to the principal of Revolving
Credit Loans, and then to the principal of the Term Loans (and with respect to each category of Loans, first to the principal of Base Rate Loans, and then to the principal of LIBOR Rate Loans). 

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

(a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving Credit Loan
or Term Loan of another Type and such Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan
to a Base Rate Loan, the Borrower shall give the Agent at 

  
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least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan;
(ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for
such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more
than five (5) Revolving Credit LIBOR Rate Loans and two (2) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is
continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or a Term Base Rate Loan in a
principal amount of less than $1,000,000.00, or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $250,000.00. On the date on which such conversion is being made,
each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of
a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. 
 (b) Any LIBOR Rate Loan may be continued as such Type upon
the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is
continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. 

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

§4.2 Fees. The Borrower agrees to pay to KeyBank, Agent and the Joint Arrangers and Bookrunners for their own account certain fees
for services rendered or to be rendered in connection with the Loans as provided pursuant to that certain Second Amended and Restated Agreement Regarding Fees dated as of even date herewith among the Borrower, KeyBank and KCM (the “Agreement
Regarding Fees”). All such fees shall be fully earned when paid and nonrefundable under any circumstances. The Borrower agrees and acknowledges that no proceeds of the Loans will be used to pay any arrangement fees, and Borrower will pay for
such fees out of pocket. 
 §4.3 Funds for Payments. 

(a) All payments of principal, interest, facility fees, Letter of Credit fees, closing fees and any other amounts due hereunder or under any
of the other Loan Documents shall be made to the Agent, for the respective accounts of the Lenders and the Agent, as the case may be, at the Agent’s Head Office, not later than 2:00 p.m. (Cleveland time) on the day when


  
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due, in each case in lawful money of the United States in immediately available funds. The Agent is hereby authorized to charge the accounts of the Borrower with KeyBank set forth on
Schedule 4.3, on the dates when the amount thereof shall become due and payable, with the amounts of the principal of and interest on the Loans and all fees, charges, expenses and other amounts owing to the Agent and/or the Lenders
(including the Swing Loan Lender) under the Loan Documents. Subject to the foregoing, all payments made to Agent on behalf of the Lenders, and actually received by Agent, shall be deemed received by the Lenders on the date actually received by
Agent. 
 (b) All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim,
and free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or
withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental
Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Guarantor shall be increased as necessary so that after such deduction or withholding has been made
(including such deductions and withholdings applicable to additional sums payable under this §4.3) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. 

(c) The Borrower and the Guarantors shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the
option of the Agent timely reimburse it for the payment of, any Other Taxes. 
 (d) The Borrower and the Guarantors shall jointly and
severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this §4.3) payable or
paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive
absent manifest error; provided that the determinations in such statement are made on a reasonable basis and in good faith. 
 (e) Each
Lender shall severally indemnify the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower or a Guarantor has not already indemnified the
Agent for such Indemnified 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 

  
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Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to
set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this subsection. 

(f) As soon as practicable after any payment of Taxes by the Borrower or any Guarantor to a Governmental Authority pursuant to this §4.3,
the Borrower or such Guarantor shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Agent. 
 (i) Any Lender that is entitled to an exemption from or reduction of withholding
Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation reasonably requested by
the Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation
prescribed by Applicable Law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately following clauses (ii)(A), (ii)(B) and (ii)(D)) shall
not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such
Lender. 
 (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person: 

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

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

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

(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit N-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower
within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS
Form W-8BEN; or 
 (IV) to the extent a Foreign Lender is not the beneficial owner, an electronic copy (or an original if requested by the
Borrower or the Agent) of an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit N-2 or Exhibit N-3, IRS Form W-9, and/or other certification
documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may
provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit N-4 on behalf of each such direct and indirect partner; 

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

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

 

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

(h) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has
been indemnified pursuant to this §4.3 (including by the payment of additional amounts pursuant to this §4.3), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under
this §4.3 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the indemnified party be
required to pay any amount to an indemnifying party pursuant to this subsection the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to
indemnification and giving rise to such refund has not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to
require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it reasonably deems confidential) to the indemnifying party or any other Person. 

(i) Each party’s obligations under this §4.3 shall survive the resignation or replacement of the Agent or any assignment of rights
by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. 

(j) The obligations of the Borrower to the Revolving Credit Lenders under this Agreement with respect to Letters of Credit (and of the
Revolving Credit Lenders to make payments to the Issuing Lender with respect to Letters of Credit and to the Swing Loan Lender with respect to Swing Loans) shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in
accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Agreement, any Letter of Credit or any of the other
Loan Documents; (ii) any improper use which may be made of any Letter of Credit or any improper acts or omissions of any beneficiary or transferee of any Letter of Credit in connection therewith; (iii) the existence of any claim, set-off,
defense or any right which the Borrower or any of its Subsidiaries or Affiliates may have at any time against any beneficiary or any transferee of any Letter of Credit (or persons or entities for whom any such beneficiary or any such transferee may


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

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

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

  
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 §4.6 Illegality. Notwithstanding any other provisions herein, if any present or
future law, regulation, treaty or directive or the interpretation or application thereof shall make it unlawful, or any central bank or other Governmental Authority having jurisdiction over a Lender or its LIBOR Lending Office shall assert that it
is unlawful, for any Lender to make or maintain LIBOR Rate Loans, such Lender shall forthwith give notice of such circumstances to the Agent and the Borrower and thereupon (a) the commitment of the Lenders to make LIBOR Rate Loans shall
forthwith be suspended and (b) the LIBOR Rate Loans then outstanding shall be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans or within such earlier period as may be
required by law. Notwithstanding the foregoing, before giving such notice, the applicable Lender shall designate a different lending office if such designation will void the need for giving such notice and will not, in the judgment of such Lender,
be otherwise materially disadvantageous to such Lender or increase any costs payable by the Borrower hereunder. 
 §4.7 Additional
Interest. If any LIBOR Rate Loan or any portion thereof is repaid or is converted to a Base Rate Loan for any reason on a date which is prior to the last day of the Interest Period applicable to such LIBOR Rate Loan, or if repayment of the Loans
has been accelerated as provided in §12.1, or if the Borrower fails to draw down on the first day of the applicable Interest Period any amount as to which Borrower has elected a LIBOR Rate Loan, the Borrower will pay to the Agent upon demand
for the account of the applicable Lenders in accordance with their respective Commitment Percentages (or to the Swing Loan Lender with respect to a Swing Loan), in addition to any amounts of interest otherwise payable hereunder, the Breakage Costs.
The Borrower understands, agrees and acknowledges the following: (i) no Lender has any obligation to purchase, sell and/or match funds in connection with the use of LIBOR as a basis for calculating the rate of interest on a LIBOR Rate Loan;
(ii) LIBOR is used merely as a reference in determining such rate; and (iii) the Borrower has accepted LIBOR as a reasonable and fair basis for calculating such rate and any Breakage Costs. The Borrower further agrees to pay the Breakage
Costs, if any, whether or not a Lender elects to purchase, sell and/or match funds. 
 §4.8 Additional Costs, Etc.
Notwithstanding anything herein to the contrary, if any present or future Applicable Law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental
or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the
Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: 
 (a) subject any
Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than for
Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes), or 

(b) impose on any Lender or Issuing Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting
this Agreement or Loans made by such Lender or any Letter of Credit or participation therein, or 

  
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 (c) impose or increase or render applicable any special deposit, compulsory loan, insurance
charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits
in or for the account of, or loans by, or commitments of an office of any Lender, or 
 (d) impose on any Lender or the Agent any other
conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a
part; and the result of any of the foregoing is: 
 (i) to increase the cost to any Lender of making, continuing, converting
to, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or 

(ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of
such Lender’s Commitment or any of the Loans or the Letters of Credit, or 
 (iii) to require any Lender or the Agent
to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the
Agent from the Borrower hereunder, 
 then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the
case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to
compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by
such Lender or the Agent. 
 §4.9 Capital Adequacy. If after the date hereof any Lender determines that (a) the adoption of
or change in any law, rule, regulation or guideline regarding liquidity or capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by any Governmental Authority charged with the
administration thereof, or (b) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of
reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s commitment to make Loans or participate in Letters of Credit hereunder to a level below that which such Lender or holding company
could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such
entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify the Borrower thereof. The Borrower agrees to pay to such Lender the amount of such reduction in the return on capital as and when such reduction
is determined, upon presentation by such Lender of a statement of the amount setting forth the Lender’s calculation 

  
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thereof. In determining such amount, such Lender may use any reasonable averaging and attribution methods generally applied by such Lender. For purposes of §4.8 and this §4.9, the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines and directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank
for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to have been adopted and
gone into effect after the date hereof regardless of when adopted, enacted or issued. 
 §4.10 Breakage Costs. The Borrower shall
pay all Breakage Costs required to be paid by it pursuant to this Agreement and incurred from time to time by any Lender upon demand within fifteen (15) days from receipt of written notice from Agent, or such earlier date as may be required by
this Agreement. 
 §4.11 Default Interest; Late Charge. Following the occurrence and during the continuance of any Event of
Default, and regardless of whether or not the Agent or the Lenders shall have accelerated the maturity of the Loans, all Loans shall bear interest payable on demand at a rate per annum equal to the sum of the Base Rate plus the Applicable Margin
plus five percent (5.0%) (the “Default Rate”), until such amount shall be paid in full (after as well as before judgment), and the fee payable with respect to Letters of Credit shall be increased to a rate equal to five percent
(5.0%) above the Letter of Credit fee that would otherwise be applicable to such time, or if any of such amounts shall exceed the maximum rate permitted by law, then at the maximum rate permitted by law. In addition, the Borrower shall pay a
late charge equal to four percent (4.0%) of any amount of interest and/or principal payable on the Loans or any other amounts payable hereunder or under the other Loan Documents, which is not paid by the Borrower within ten (10) days of
the date when due (or, in the case of amounts due at the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, within fifteen (15) Business Days of such date). 

§4.12 Certificate. A certificate setting forth any amounts payable pursuant to §4.7, §4.8, §4.9, §4.10 or
§4.11 and a reasonably detailed explanation of such amounts which are due, submitted by any Lender or the Agent to the Borrower, shall be conclusive in the absence of manifest error, and shall be promptly provided to the Agent and the Borrower
upon their written request. 
 §4.13 Limitation on Interest. Notwithstanding anything in this Agreement or the other Loan
Documents to the contrary, all agreements between or among the Borrower, the Guarantors, the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by
reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever,
interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever
receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the 

  
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reduction of the principal balance of the Obligations and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations, such excess shall
be refunded to the Borrower. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of
the Obligations (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This §4.13 shall control all agreements between or
among the Borrower, the Guarantors, the Lenders and the Agent. 
 §4.14 Certain Provisions Relating to Increased Costs. If a
Lender gives notice of the existence of the circumstances set forth in §4.8 or any Lender requests compensation for any losses or costs to be reimbursed pursuant to any one or more of the provisions of §4.3 (as a result of the imposition
of U.S. withholding taxes on amounts paid to such Lender under this Agreement), §4.8 or §4.9, then, upon request of the Borrower, such Lender, as applicable, shall use reasonable efforts in a manner consistent with such institution’s
practice in connection with loans like the Loan of such Lender to eliminate, mitigate or reduce amounts that would otherwise be payable by the Borrower under the foregoing provisions, provided that such action would not be otherwise
prejudicial to such Lender, including, without limitation, by designating another of such Lender’s offices, branches or affiliates; the Borrower agreeing to pay all reasonably incurred costs and expenses incurred by such Lender in connection
with any such action. Notwithstanding anything to the contrary contained herein, if no Default or Event of Default shall have occurred and be continuing, and if any Lender has given notice of the existence of the circumstances set forth in §4.8
or has requested payment or compensation for any losses or costs to be reimbursed pursuant to any one or more of the provisions of §4.3 (as a result of the imposition of U.S. withholding taxes on amounts paid to such Lender under this
Agreement), §4.8 or §4.9 and following the request of the Borrower has been unable to take the steps described above to mitigate such amounts (each, an “Affected Lender”), then, within thirty (30) days after such notice or
request for payment or compensation, the Borrower shall have the one-time right as to such Affected Lender, to be exercised by delivery of written notice delivered to the Agent and the Affected Lender within thirty (30) days of receipt of such
notice, to elect to cause the Affected Lender to transfer its Commitment. The Agent shall promptly notify the remaining Lenders that each of such Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata
based upon their relevant Commitment Percentages, of the Affected Lender (or if any of such Lenders does not elect to purchase its pro rata share, then to such remaining Lenders in such proportion as approved by the Agent). In the event that the
Lenders do not elect to acquire all of the Affected Lender’s Commitment, then the Agent shall endeavor to obtain a new Lender to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Affected Lender, the Affected
Lender’s interest in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such
interest. The purchase price for the Affected Lender’s Commitment shall equal any and all amounts outstanding and owed by the Borrower to the Affected Lender including principal, prepayment premium or fee, and all accrued and unpaid interest or
fees. 

  
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 §5. COLLATERAL SECURITY; GUARANTORS. 

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

§5.2 Appraisals; Adjusted Value. 

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

(b) Notwithstanding the provisions of §5.2(a), the Agent may obtain new Appraisals or an update to existing Appraisals with respect to
the Pool Properties, or any of them, as the Agent shall determine (i) at any time that the regulatory requirements of any Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by
such Lender shall require more frequent Appraisals, (ii) at any time following an Event of Default, (iii) if the Agent reasonably believes that there has been a material adverse change or deterioration with respect to any Pool Property,
including, without limitation, a material change in the market in which any Pool Property is located, or (iv) so long as no Event of Default then exists, at the request of the Borrower in the event of any material construction or alterations to
a Pool Property. In addition, Borrower shall deliver to Agent appraisals reasonably satisfactory to Agent setting forth the as-is value of Stabilized Properties owned by Borrower and its Subsidiaries not included in the calculation of Pool
Availability but which are included in the calculation of Gross Asset Value (provided that Borrower shall not be required to obtain new appraisals with respect to such properties described in this sentence). The expense of such Appraisals and/or
updates performed pursuant to this §5.2(b) shall be borne by the Borrower and payable to Agent within fifteen (15) days of demand; provided the Borrower shall not be obligated to pay for an Appraisal of a Pool Property obtained
pursuant to this §5.2(b) more often than once in any period of twelve (12) months if no Event of Default exists. 
 (c) The
Borrower acknowledges that the Agent has the right to approve any Appraisal performed pursuant to this Agreement. The Borrower further agrees that the Lenders and Agent do not make any representations or warranties with respect to any such Appraisal
and shall have no liability as a result of or in connection with any such Appraisal for statements contained in such Appraisal, including without limitation, the accuracy and completeness of information, estimates, conclusions and opinions contained
in such Appraisal, or variance of such Appraisal from the fair value of such property that is the subject of such Appraisal given by the local tax assessor’s office, or the Borrower’s idea of the value of such property. 

  
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 §5.3 Addition of Pool Properties. 

Provided no Default or Event of Default exists, the Borrower shall have the right, subject to the satisfaction by the Borrower of the
conditions set forth in this §5.3, to add Potential Pool Properties as part of the Pool Availability. In the event the Borrower desires to add include Potential Pool Properties in the calculations of the Pool Availability as aforesaid, the
Borrower shall provide written notice to the Agent of such request. No Potential Pool Properties shall be included in the calculation of the Pool Availability unless and until the following conditions precedent shall have been satisfied as
determined by Agent (or as required by this Agreement, Agent and the Required Lenders): 
 (a) such Potential Pool Property shall be
Eligible Real Estate and satisfy the requirements contained in §7.26; 
 (b) the Wholly Owned Subsidiary owning such Pool Property
shall have executed a Joinder Agreement and satisfied the conditions of §5.5; 
 (c) prior to or contemporaneously with such addition,
Borrower shall have submitted to Agent a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 and a Pool Certificate, both prepared
on a pro forma basis and adjusted to give effect to such addition of such Potential Pool Property, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; 

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

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

  
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 §5.4 Release of Pool Property as Collateral. Prior to the Release of Security Date
and provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.4), the Agent shall release a Pool Property from the lien or
security title of the Security Documents encumbering the same upon the request of the Borrower subject to and upon the following terms and conditions: 

(a) the Borrower shall deliver to the Agent written notice of its desire to obtain such release no later than ten (10) days prior to the
date on which such release is to be effected; 
 (b) the Borrower shall submit to the Agent with such request a Compliance Certificate and
Pool Certificate prepared using the financial statements of the 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 the Borrower to give effect to the
proposed release and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such release; 

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

(d) the Borrower shall pay all reasonable costs and expenses of the Agent in connection with such release, including without limitation,
reasonable attorney’s fees; 
 (e) the Borrower shall pay to the Agent for the account of the Lenders a release price, which payment
shall be applied to reduce the outstanding principal balance of the Loans as provided in §3.4, in an amount equal to the amount necessary to reduce the outstanding principal balance of the Loans so that no violation of the covenants set forth
in §§3.2 or 9.1 shall occur; and 
 (f) without limiting or affecting any other provision hereof, any release of a Pool Property
will not cause the Borrower to be in violation of the covenants set forth in §9. 
 §5.5 Additional Guarantors. In the event
that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower be included as a Pool Property as contemplated by §5.3 and such Real Estate is approved for inclusion as a Pool Property in accordance with the
terms hereof, the Borrower shall, as a condition to such Real Estate being included as a Pool Property, cause each such Wholly Owned Subsidiary, and any other Subsidiary of Borrower which owns an interest in such Wholly-Owned Subsidiary, to execute
and deliver to Agent a Joinder Agreement, and such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall
cause such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to
be a Guarantor hereunder and to execute the Contribution Agreement and such Security Documents as Agent may require. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to


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

§5.7 Release of Collateral. 

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

  
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 §6. REPRESENTATIONS AND WARRANTIES. 

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

§6.1 Corporate Authority, Etc. 

(a) Incorporation; Good Standing. REIT is a Maryland corporation duly organized pursuant to articles of incorporation filed with the
Maryland Secretary of State, and is validly existing and in good standing under the laws of Maryland. REIT conducts its business in a manner which enables it to qualify as a real estate investment trust under, and to be entitled to the benefits of,
§856 of the Code, and REIT has elected to be treated as and is entitled to the benefits of a real estate investment trust thereunder. The Borrower is a Delaware limited partnership duly organized pursuant to its certificate of limited
partnership filed with the Delaware Secretary of State, and is validly existing and in good standing under the laws of Delaware. The Borrower (i) has all requisite power to own its property and conduct its business as now conducted and as
presently contemplated, and (ii) is in good standing and is duly authorized to do business in the jurisdiction of its organization and where a Pool Property owned by it is located (to the extent required by Applicable Law) and in each other
jurisdiction where a failure to be so qualified in such other jurisdiction could have a Material Adverse Effect. 
 (b) Subsidiaries.
Each of the Guarantors and each of the Subsidiaries of the Borrower and the Guarantors (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization
and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly
authorized to do business in each jurisdiction where it is organized and where a Pool Property owned by it is located (to the extent required by Applicable Law) and in each other jurisdiction where a failure to be so qualified could have a Material
Adverse Effect. 
 (c) Authorization. The execution, delivery and performance of this Agreement and the other Loan Documents to which
any of the Borrower or any Guarantor is a party and the transactions contemplated hereby and thereby (i) are within the authority of such Person, (ii) have been duly authorized by all necessary proceedings on the part of such Person,
(iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Person is subject or any judgment, order, writ, injunction, license or permit applicable to such
Person, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement, articles of incorporation or other charter documents or
bylaws of, or any agreement or other instrument binding upon, such Person or any of its properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such
Person other than the liens and encumbrances in favor of Agent contemplated by this Agreement and the other Loan Documents, and (vi) do not, as of the date of execution and delivery thereof, require the approval or consent of any Person other
than those already obtained and delivered to Agent. 

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

§6.2 Governmental Approvals. The execution, delivery and performance of this Agreement and the other Loan Documents to which the
Borrower or any Guarantor is a party and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or
authority other than those already obtained, the filing of the Security Documents in the appropriate records office with respect thereto, and filings after the date hereof of disclosures with the SEC, or as may be required hereafter with respect to
tenant improvements, repairs or other work with respect to any Real Estate. 
 §6.3 Title to Properties. Except as indicated on
Schedule 6.3 hereto, REIT, the Borrower and their respective Subsidiaries own or lease all of the assets reflected in the consolidated balance sheet of REIT as of the Balance Sheet Date or acquired or leased since that date (except property and
assets sold or otherwise disposed of in the ordinary course of business since that date) subject to no rights of others, including any mortgages, leases pursuant to which REIT, the Borrower or any of their respective Subsidiaries or any of their
respective Affiliates is the lessee, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens. 

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

§6.5 No Material Changes. Since the Balance Sheet Date or the date of the most recent financial statements delivered pursuant to
§7.4, as applicable, there has occurred no materially adverse change in the financial condition, prospects, operations or business of REIT, the Borrower, and their respective Subsidiaries taken as a whole as shown on or reflected in the
consolidated balance sheet of REIT as of the Balance Sheet Date, or its consolidated statement of income or cash flows for the calendar year then ended, other than changes in the ordinary course of business that have not and could not reasonably be
expected to have a Material Adverse 

  
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Effect. As of the date hereof, except as set forth on Schedule 6.5 hereto, there has occurred no materially adverse change in the financial condition, prospects, operations or
business activities of REIT, the Borrower, their respective Subsidiaries or any of the Pool Properties from the condition shown on the statements of income delivered to the Agent pursuant to §6.4 other than changes in the ordinary course of
business that have not had any materially adverse effect either individually or in the aggregate on the business, prospects, operations or financial condition of REIT, the Borrower, their respective Subsidiaries, considered as a whole, or of any of
the Pool Properties. 
 §6.6 Franchises, Patents, Copyrights, Etc. The Borrower, the Guarantors and their respective Subsidiaries
possess all franchises, patents, copyrights, trademarks, trade names, service marks, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of their business substantially as now conducted without known conflict with
any rights of others. Except as set forth on Schedule 6.6 hereto or, with respect to Pool Properties added after the Closing Date, as set forth in any of the Security Documents delivered in connection therewith, none of the Pool
Properties is owned or operated by Borrower or its Subsidiaries under or by reference to any trademark, trade name, service mark or logo, and none of the trademarks, tradenames, service marks or logos are registered or subject to any license or
provision of law limiting their assignability or use except as specifically set forth on Schedule 6.6 or, with respect to Pool Properties added after the Closing Date, as set forth in any of the Security Documents delivered in connection
therewith. 
 §6.7 Litigation. Except as stated on Schedule 6.7, there are no actions, suits, proceedings or
investigations of any kind pending or to the knowledge of the Borrower threatened in writing against the Borrower, any Guarantor, any of their respective Subsidiaries before any court, tribunal, arbitrator, mediator or administrative agency or board
which question the validity of this Agreement or any of the other Loan Documents, any action taken or to be taken pursuant hereto or thereto, the Collateral, Pool Properties or any lien, security title or security interest created or intended to be
created pursuant hereto or thereto, or which if adversely determined could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 6.7, there are no judgments, final orders or awards outstanding against
or affecting the Borrower, any Guarantor, any of their respective Subsidiaries or any Collateral, individually or in the aggregate, in excess of $1,000,000.00, or against or affecting the Pool Properties. No injunction, writ, temporary restraining
order or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement or any other Loan Document, or directing that the transactions
provided for herein or therein not be consummated as herein or therein provided. As of the Closing Date, none of Borrower, any Guarantor or any of their respective Subsidiaries or to Borrower or any Guarantor’s knowledge, any Operator of any
Medical Property, is the subject of an audit by a Governmental Authority or, to Borrower’s or any Guarantor’s knowledge, any investigation or review by a Governmental Authority concerning the violation or possible violation of any
Requirement of Law, including any Healthcare Law. 
 §6.8 No Material Adverse Contracts, Etc. None of the Borrower, any Guarantor
or any of their respective Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation that has or is expected in the future to have a Material Adverse Effect. None of the
Borrower, any Guarantor or any of their respective Subsidiaries is a party to any contract or agreement that has or could reasonably be expected to have a Material Adverse Effect. 

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

§6.10 Tax Status. Each of the Borrower, the Guarantors and their respective Subsidiaries (a) has made or filed all federal and
state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject or has obtained an extension for filing, (b) has paid prior to delinquency all taxes and other governmental assessments and
charges shown or determined to be due on such returns, reports and declarations, and (c) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. Except as set forth on Schedule 6.10, there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers or partners of such Person know of no basis for
any such claim. Except as set forth on Schedule 6.10, there are no audits pending or to the knowledge of the Borrower threatened with respect to any tax returns filed by the Borrower, any Guarantor or their respective Subsidiaries. The
taxpayer identification number for REIT is 46-1854011 and for the Borrower is 90-0929030. 
 §6.11 No Event of Default. No
Default or Event of Default has occurred and is continuing. 
 §6.12 Investment Company Act. None of the Borrower, the Guarantors
or any of their respective Subsidiaries is an “investment company”, or an “affiliated company” or a “principal underwriter” of an “investment company”, as such terms are defined in the Investment Company Act
of 1940. 
 §6.13 Intentionally Omitted. 

§6.14 Setoff, Etc. At all times prior to the Release of Security Date, the Collateral and the rights of the Agent and the Lenders
with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses by the Borrower or any of their Subsidiaries or Affiliates or, to the best knowledge of the Borrower, any other Person other than Permitted Liens
described in §8.2(i)(A), (v) and (vi). 
 §6.15 Certain Transactions. Except as disclosed on Schedule 6.15
hereto, none of the partners, officers, trustees, managers, members, directors, or employees of the Borrower, any Guarantor or any of their respective Subsidiaries is, nor shall any such Person become, a party to any transaction with the Borrower,
any Guarantor or any of their respective Subsidiaries or Affiliates (other than for services as partners, managers, members, employees, officers and directors), including any agreement or other arrangement providing for the furnishing of services to
or by, providing for rental of real or personal property to or from, or otherwise requiring 

  
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payments to or from any partner, officer, trustee, director or such employee or, to the knowledge of the Borrower, any corporation, partnership, trust or other entity in which any partner,
officer, trustee, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, which are on terms less favorable to the Borrower, a Guarantor or any of their respective Subsidiaries than those that would
be obtained in a comparable arms-length transaction. 
 §6.16 Employee Benefit Plans. The Borrower, each Guarantor and each ERISA
Affiliate has fulfilled its obligation, if any, under the minimum funding standards of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan and is in compliance in all material respects with
the presently applicable provisions of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan. Neither the Borrower, any Guarantor nor any ERISA Affiliate has (a) sought a waiver of the
minimum funding standard under §412 of the Code in respect of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, (b) failed to make any contribution or payment to any Employee Benefit Plan, Multiemployer Plan or
Guaranteed Pension Plan, or made any amendment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the
Code, or (c) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under §4007 of ERISA. None of the assets of REIT, the Borrower or any of their respective Subsidiaries, including, without
limitation, any Pool Property, constitutes a “plan asset” of any Employee Plan, Multiemployer Plan or Guaranteed Pension Plan. 

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

  
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 §6.18 Place of Business. The principal place of business of the Borrower is Two Urban
Center, 4890 W. Kennedy Blvd., Suite 650, Tampa, Florida 33609. 
 §6.19 Regulations T, U and X. No portion of any Loan is to be
used for the purpose of purchasing or carrying any “margin security” or “margin stock” as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224.
Neither the Borrower nor any Guarantor is engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any “margin security” or “margin
stock” as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224. 

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

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

(b) None of the Borrower, the Guarantors nor any of their respective Subsidiaries has received notice from any third party including, without
limitation, any Governmental Authority, (i) that it has been identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party under CERCLA with respect to a site listed on the National
Priorities List, 40 C.F.R. Part 300 Appendix B (1986); (ii) that any Hazardous Substance(s) which it has generated, transported or disposed of have been found at any site at which a federal, state or local agency or other third party has
conducted or has ordered that the Borrower, any Guarantor or any of their respective Subsidiaries conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or shall be a named
party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party’s incurrence of costs, expenses, losses or damages of any kind whatsoever in
connection with the release of Hazardous Substances, which in any case (i) involves Real Estate (other than the Pool Properties) and has had or could reasonably be expected to have a Material Adverse Effect or (ii) involves a Pool
Property. 

  
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 (c) (i) No portion of the Real Estate has been used for the handling, processing, storage or
disposal of Hazardous Substances except in accordance with applicable Environmental Laws, and no underground tank or other underground storage receptacle for Hazardous Substances is located on any portion of the Real Estate except those which are
being operated and maintained in compliance with Environmental Laws; (ii) in the course of any activities conducted by the Borrower, the Guarantors, their respective Subsidiaries or the tenants and operators of their properties, no Hazardous
Substances have been generated or are being used on the Real Estate except in the ordinary course of Borrower’s, the Guarantors’ and their respective Subsidiaries’, or the tenants’ or operators’ of the Real Estate,
respective businesses and in accordance with applicable Environmental Laws; (iii) there has been no past or present Release or threatened Release of Hazardous Substances on, upon, into or from the Real Estate, which Release would have a
material adverse effect on the value of such Real Estate or adjacent properties, which Release has had or could reasonably be expected to have a Material Adverse Effect; (iv) there have been no Releases on, upon, from or into any real property
in the vicinity of any of the Real Estate which, through soil or groundwater contamination, may have come to be located on, and which could be reasonably anticipated to have a material adverse effect on the value of, the Real Estate; and
(v) any Hazardous Substances that have been generated on any of the Real Estate have been transported off-site in accordance with all applicable Environmental Laws (except with respect to the foregoing in
this §6.20(c) as to any Real Estate (other than the Pool Properties) where the foregoing has not had or could not reasonably be expected to have a Material Adverse Effect). 

(d) None of the Borrower, the Guarantors, their respective Subsidiaries nor the Real Estate is subject to any applicable Environmental Law
requiring the performance of Hazardous Substances site assessments, or the removal or remediation of Hazardous Substances, or the giving of notice to any governmental agency or the recording or delivery to other Persons of an environmental
disclosure document or statement in each case by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the effectiveness of any other transactions contemplated hereby except for such matters with which the
Borrower, the Guarantors, their respective Subsidiaries shall have complied with as of the Closing Date. 
 (e) There are no existing or
closed sanitary landfills, solid waste disposal sites, or hazardous waste treatment, storage or disposal facilities (i) on or affecting the Real Estate (other than the Pool Properties) except where such existence has not had or could not be
reasonably be expected to have a Material Adverse Effect, or (ii) on or affecting a Pool Property. 
 (f) The Borrower has not received
any written notice of any claim by any party that any use, operation, or condition of the Real Estate has caused any nuisance or any other liability or adverse condition on any other property which as to any Real Estate (other than the Pool
Properties) has had or could reasonably be expected to have a Material Adverse Effect, nor is there any basis for such a claim. 
 §6.21
Subsidiaries; Organizational Structure. Schedule 6.21(a) sets forth, as of the date hereof, all of the Subsidiaries of REIT, the form and jurisdiction of organization of each of the Subsidiaries, and REIT’s direct and
indirect ownership interests therein. Schedule 6.21(b) sets forth, as of the date hereof, all of the Unconsolidated Affiliates of REIT and its Subsidiaries, the form and jurisdiction of organization of each of the Unconsolidated
Affiliates, REIT’s or its Subsidiary’s ownership interest therein and the other owners of the applicable Unconsolidated Affiliate. No Person owns any legal, equitable or beneficial interest in any of the Persons set forth on Schedules
6.21(a) and 6.21(b) except as set forth on such Schedules. 

  
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 §6.22 Leases. The Borrower has delivered to the Agent true copies of the Leases and
any amendments thereto relating to each Pool Property required to be delivered as a part of the Eligible Real Estate Qualification Documents as of the date hereof. An accurate and complete Rent Roll as of the date of inclusion of each Pool Property
in the Pool Availability with respect to all Leases of any portion of the Pool Property has been provided to the Agent (except with respect to each Pool Property that is leased to a single tenant under a triple-net lease, the lease has been provided
to Agent in lieu of a Rent Roll). The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Pool Property and in the Building relating thereto. Except as reflected
on such Rent Roll or on Schedule 6.22 no tenant under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments, lease
buy-outs or abatements or credits. Except as set forth in Schedule 6.22, the Leases reflected therein are, as of the date of inclusion of the applicable Pool Property in the Pool Availability, in full force and effect in accordance with
their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and, except as reflected in
Schedule 6.22, neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the
knowledge and belief of the Borrower, there is no basis for any such claim or notice of default by any tenant. Except as reflected in Schedule 6.22, no property, other than the Pool Property which is the subject of the applicable Lease,
is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. 
 §6.23
Property. Subject to Schedule 6.23 and the property condition reports for the Initial Pool Properties delivered to the Agent on or before the Closing Date, (i) all of the Pool Properties, and all major building systems
located thereon, are structurally sound, in good condition and working order and free from material defects, subject to ordinary wear and tear, (ii) all of the other Real Estate of the Borrower, the Guarantors and their respective Subsidiaries
is structurally sound, in good condition and working order, subject to ordinary wear and tear, except for such portion of such Real Estate which is not occupied by any tenant and where such defects have not had and could not reasonably be expected
to have a Material Adverse Effect, (iii) the Real Estate, and the use and operation thereof, is in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations,
including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands and tidelands (but excluding for
purposes of this §6.23, Environmental Laws) except where a failure to so comply as to Real Estate other than the Pool Properties has not and could not reasonably be expected to have a Material Adverse Effect, (iv) all water, sewer,
electric, gas, telephone and other utilities necessary for the use and operation of the Pool Properties are installed to the property lines of the Pool Properties through dedicated public rights of way or through perpetual private easements approved
by the Agent and, except in the case of drainage facilities, are connected to the Building located thereon with 

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

§6.25 Other Debt. As of the date of this Agreement, (a) none of the Borrower, any Guarantor nor any of their respective
Subsidiaries is in default of (i) the payment of any Indebtedness, the performance of any related agreement, mortgage, deed of trust, security agreement, financing agreement or indenture to which any of them is a party, and (b) no


  
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Indebtedness of the Borrower, any Guarantor or any of their respective Subsidiaries has been accelerated. Neither the Borrower nor any Guarantor is a party to or bound by any agreement,
instrument or indenture that may require the subordination in right or time or payment of any of the Obligations to any other indebtedness or obligation of the Borrower or any Guarantor. Schedule 6.25 hereto sets forth all agreements,
mortgages, deeds of trust, financing agreements or other material agreements binding upon the Borrower and each Guarantor or their respective properties and entered into by the Borrower and/or such Guarantor as of the date of this Agreement with
respect to any Indebtedness of the Borrower or any Guarantor in an amount greater than $1,000,000.00, and the Borrower has provided the Agent with such true, correct and complete copies thereof as Agent has requested. 

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

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

§6.28 No Fraudulent Intent. Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the
performance of any actions required hereunder or thereunder is being undertaken by the Borrower, any Guarantor or any of their respective Subsidiaries with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any
entity to which any of such Persons is now or will hereafter become indebted. 
 §6.29 Transaction in Best Interests of Borrower and
Guarantors; Consideration. The transaction evidenced by this Agreement and the other Loan Documents is in the best interests of the Borrower, each Guarantor and their respective Subsidiaries. The Borrower and the Guarantors are engaged in common
business enterprises related to those of the Borrower and each Guarantor will derive substantial direct and indirect benefit from the effectiveness and existence of this Agreement. The direct and indirect benefits to inure to the Borrower, each
Guarantor and their respective Subsidiaries pursuant to this Agreement and the other Loan Documents constitute substantially more than “reasonably equivalent value” (as such term is used in §548 of the Bankruptcy Code) and
“valuable consideration,” “fair value,” and “fair consideration,” (as such terms are used in any applicable state fraudulent conveyance law), in exchange for the benefits to be provided by the Borrower, the Guarantors
and their respective Subsidiaries pursuant to this Agreement and the other Loan Documents, and but for the willingness of each Guarantor to guaranty the Loan, the Borrower would be unable to obtain the financing contemplated hereunder which
financing will enable the Borrower, each Guarantor and their respective Subsidiaries to have available financing to conduct and expand their business. 

  
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 §6.30 Contribution Agreement. The Borrower and the Guarantors have executed and
delivered the Contribution Agreement, and the Contribution Agreement constitutes the valid and legally binding obligations of such parties enforceable against them in accordance with the terms and provisions thereof, except as enforceability is
limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding therefor may be brought. 
 §6.31 Representations and
Warranties of Guarantors. Borrower has no knowledge that any of the representations or warranties of the Guarantors contained in any Loan Document to which such Guarantor is a party are untrue or inaccurate in any material respect. 

§6.32 OFAC. None of the Borrower or the Guarantors (i) is (or will be) a person with whom any Lender is restricted from doing
business under OFAC (including, those Persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action or (ii) is engaged (or will engage) in any dealings or transactions or otherwise be associated with such persons (any such Person, a
“Designated Person”). In addition, the Borrower hereby agrees to provide to the Lenders any additional information that a Lender reasonably deems necessary from time to time in order to ensure compliance with all Applicable Laws concerning
money laundering and similar activities. Neither Borrower, any Guarantor, nor any Subsidiary, director or officer of Borrower or Guarantor or, to the knowledge of Borrower, any Affiliate, agent or employee of Borrower or any Guarantor, has engaged
in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws or regulations in any applicable jurisdiction, including without limitation, any Sanctions Laws and Regulations. 

§6.33 Ground Lease. 

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

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

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

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

§6.34 Service Guarantees. Except as may be approved by Agent prior to inclusion of any Real Estate as a Pool Property as set forth
in Schedule 6.34, as of the Closing Date, no tenant or licensee under any Data Center Lease has at any time during the operation of such Data Center Property been entitled to any free rent, partial rent, rebate of rent payments, credit,
offset, deduction in rent or a termination right because of any failure by the Borrower or any Subsidiary Guarantor to provide special data center services to the tenants or licensees including, without limitation, internet service, electrical
power, or humidity or temperature control. As of the date of inclusion of a Data Center Asset as a Pool Property, any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by
Borrower or a Subsidiary Guarantor to any tenant or licensee has already been received by such tenant or licensee and all security deposits are being held in accordance with legal requirements. 

§6.35 Healthcare Representations. 

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

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

  
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 (c) Except as set forth on Schedule 6.35 hereof, to Borrower’s knowledge, with
respect to any of the Pool Properties, there are no inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party or any patient, employee or resident (including, but not limited
to, whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to
have a material adverse impact on Operators’ ability to accept and/or retain patients or residents or operate such Pool Property for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower
reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any
Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto, at then current rate certifications, or (iv) to result in any material civil or criminal
penalty or remedy, or (v) which could result in the appointment of a receiver. 
 (d) With respect to any Pool Property, except as set
forth on Schedule 6.22, (i) there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws, (ii) no Pool Property has received a notice of violation at a
level that under Applicable Laws requires the immediate or accelerated filing of a plan of corrections, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Pool Property, and
(iii) to Borrower’s knowledge, no Operator currently has any violation, and no statement of charges or material deficiencies has been made or penalty enforcement action has been undertaken, in each case, that remains outstanding against
any Pool Property, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental Authority, and (iv) to Borrower’s knowledge, there have been no violations threatened in writing against
any Pool Property’s, or any Operator’s, certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs that remain open or unanswered that are, in each case of subclauses (i) through (iv), reasonably
likely to result in a Material Adverse Effect. 
 (e) With respect to any Pool Property, there are no current, pending or outstanding
Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at any Pool Property that would result in a Material Adverse Effect, and there are no years that are subject to an open audit in respect of any
Third-Party Payor Program that would, in each case, have a Material Adverse Effect on Borrower, any Subsidiary Guarantor or Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Insurer’s programs.

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

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

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

	§7.	AFFIRMATIVE COVENANTS. 

 The Borrower covenants and agrees that, so long as any Loan, Note or
Letter of Credit is outstanding or any Lender has any obligation to make any Loans or issue Letters of Credit: 
 §7.1 Punctual
Payment. The Borrower will duly and punctually pay or cause to be paid the principal and interest on the Loans and all interest and fees provided for in this Agreement, all in accordance with the terms of this Agreement and the Notes, as well as
all other sums owing pursuant to the Loan Documents. 
 §7.2 Maintenance of Office. The Borrower and each Guarantor will maintain
their respective chief executive office at Two Urban Center, 4890 W. Kennedy Blvd., Suite 650, Tampa, Florida 33609, or at such other place in the United States of America as the Borrower or any Guarantor shall designate upon thirty (30) days
prior written notice to the Agent and the Lenders, where notices, presentations and demands to or upon the Borrower or such Guarantor in respect of the Loan Documents may be given or made. 

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

(a) (i) within fifteen (15) days of the filing of REIT’s Form 10-K with the SEC, but in any event not later than one hundred twenty
(120) days after the end of each calendar year, the audited consolidated balance sheet of REIT and its Subsidiaries at the end of 

  
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such year, and the related audited consolidated statements of income, changes in capital and cash flows for such year, setting forth in comparative form the figures for the previous fiscal year
and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by the chief financial officer or chief accounting officer of REIT, on its behalf, that the information contained in such financial
statements fairly presents the financial position of REIT and its Subsidiaries, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a nationally recognized accounting firm reasonably approved by
Agent, and (ii) within a reasonable period of time following request therefor, any other information the Lenders may reasonably request to complete a financial analysis of REIT and its Subsidiaries; 

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

(c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a
“Compliance Certificate”) certified by the chief financial officer or chief accounting officer of REIT, on its behalf, in the form of Exhibit K hereto (or in such other form as the Agent may approve from time to time) setting
forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in §8.1(i), §8.3(h)-(k) and §9 and the other covenants described in such certificate and (if
applicable) setting forth reconciliations to reflect changes in GAAP since the Balance Sheet Date. Borrower shall submit with the Compliance Certificate a Pool Certificate in the form of Exhibit J attached hereto (a “Pool
Certificate”) pursuant to which the Borrower shall calculate the amount of the Pool Value and the Pool Availability as of the end of the immediately preceding calendar quarter. All income, expense and value associated with Real Estate or other
Investments acquired or disposed of during any quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of Funds from Operations and Net Operating Income for such
calendar quarter, including, without limitation, Net Operating Income for each of the Pool Properties, prepared on a basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably
satisfactory to the Agent, together with a certification by the chief financial officer or chief accounting officer, on its behalf, that the information contained in such statement fairly presents the Funds from Operations and Net Operating Income,
including, without limitation, the Net Operating Income of each of the Pool Properties, for such periods; 
 (d) simultaneously with the
delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the REIT and its Subsidiaries which are not reflected in such financial statements
or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit);


  
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 (e) simultaneously with the delivery of the financial statements referred to in subsections
(a) and (b) above, (i) a Rent Roll for each of the Pool Properties and a summary thereof in form satisfactory to Agent as of the end of each calendar quarter (including the fourth calendar quarter in each year), together with a
listing of each tenant that has taken occupancy of such Pool Property during each calendar quarter (including the fourth calendar quarter in each year), (ii) an operating statement for each of the Pool Properties for each such calendar quarter
and year to date and a consolidated operating statement for the Pool Properties for each such calendar quarter and year to date (such statements and reports to be in form reasonably satisfactory to Agent), (iii) prior to the Release of Security
Date, a copy of each Lease or amendment to any Lease entered into with respect to a Pool Property during such calendar quarter (including the fourth calendar quarter in each year), and (iv) evidence reasonably required by Agent to
determine compliance with the covenants contained in in §9 and the other covenants described in such certificate; 
 (f) simultaneously
with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (i) listing the Real Estate owned by REIT, the Borrower and their respective Subsidiaries (or in which REIT, the Borrower or any
of their respective Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, and (ii) listing the Indebtedness of REIT, the Borrower and their respective Subsidiaries (excluding Indebtedness
of the type described in §8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any
extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is Recourse Indebtedness or Non-Recourse Indebtedness; 

(g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to
the owners of the Borrower or REIT; 
 (h) promptly following Agent’s request, after they are filed with the Internal Revenue Service,
copies of all annual federal income tax returns and amendments thereto of the Borrower and REIT; 
 (i) promptly upon the filing hereof,
copies of any registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and any annual, quarterly or monthly reports and other statements and reports which the Borrower or REIT shall file
with the SEC; 
 (j) notice of any audits pending or threatened in writing with respect to any tax returns filed by the Borrower or REIT
promptly following notice of such audit; 
 (k) evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for
the Pool Properties following payment thereof; 

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

(n) within five (5) Business Days of receipt, copies of any written claim made with respect to any Non-Recourse Exclusion; 

(o) [Intentionally Omitted.] 

(p) from time to time such other financial data and information in the possession of REIT, the Borrower or their respective Subsidiaries
(including without limitation auditors’ management letters, status of litigation or investigations against REIT, the Borrower or any of their respective Subsidiaries and any settlement discussions relating thereto (to the extent that disclosure
of any such letters, litigation or investigation status or settlement discussions would not waive any applicable privilege), property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting
the Borrower or any of its Subsidiaries) as the Agent may reasonably request. 
 The Borrower shall cooperate with the Agent in connection with the
publication of certain materials and/or information provided by or on behalf of the Borrower. Documents required to be delivered pursuant to the Loan Documents shall be delivered by or on behalf of the Borrower to the Agent and the Lenders
(collectively, “Information Materials”) pursuant to this Section and the Borrower shall designate Information Materials (a) that are either available to the public or not material with respect to the 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.” Any material to be delivered
pursuant to this §7.4 may be delivered electronically directly to Agent and the Lenders provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Lenders
upon Agent’s receipt thereof. Upon the request of Agent, the Borrower shall deliver paper copies thereof to Agent and the Lenders. The Borrower and the Guarantors authorize Agent and the Joint Arrangers and Bookrunners 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 Joint Arrangers and Bookrunners 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 Joint Arrangers and Bookrunners in connection with the Communications or the Electronic
System. In no event shall the Agent, the Joint Arrangers and Bookrunners or 

  
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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 Joint Arrangers and
Bookrunners’ transmission of Communications through the Electronic System, and the Borrower and the Guarantors release Agent, the Joint Arrangers and Bookrunners 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 Joint Arrangers and Bookrunners 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 Joint Arrangers and Bookrunners shall be entitled to treat any Information Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of
any electronic dissemination system not designated “Public Investor” or a similar designation. 
 §7.5 Notices. 

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

(b) Environmental Events. The Borrower will give notice to the Agent within five (5) Business Days of becoming aware of
(i) any potential or known Release, or threat of Release, of any Hazardous Substances in violation of any applicable Environmental Law; (ii) any violation of any Environmental Law that the Borrower, any Guarantor or any of their respective
Subsidiaries reports in writing or is reportable by such Person in writing (or for which any 

  
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written report supplemental to any oral report is made) to any federal, state or local environmental agency or (iii) any inquiry, proceeding, investigation, or other action, including a
written notice from any agency of potential environmental liability, of any federal, state or local environmental agency or board, that in any case involves (A) a Pool Property, (B) any other Real Estate and could reasonably be expected to
have a Material Adverse Effect or (C) prior to the Release of Security Date, the Agent’s liens or security title on the Collateral pursuant to the Security Documents. 

(c) Notification of Claims Against Collateral/Notice of Material Adverse Events. 

(i) Prior to the Release of Security Date, the Borrower will give notice to the Agent in writing within five (5) Business
Days of becoming aware of any material setoff, claims (including, with respect to the Pool Property, environmental claims), withholdings or other defenses to which any of the Collateral, or the rights of the Agent or the Lenders with respect to the
Collateral, are subject. 
 (ii) Following the Release of Security Date, the Borrower will give notice to the Agent within
five (5) Business Days of becoming aware of any matter, including (i) breach or non-performance of, or any default under, any provision of any security issued by REIT, Borrower or any of their respective Subsidiaries or of any agreement,
instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between REIT, Borrower or any of their respective Subsidiaries
and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting REIT, Borrower or any of their respective Subsidiaries, in each case that has resulted or could reasonably be
expected to result in a Material Adverse Effect. 
 (d) Proposed Sales, Encumbrances, Refinance or Transfer. The Borrower will give
notice to the Agent in writing within five (5) Business Days of any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in §8.3(i) of the Borrower, any Guarantor or their
respective Subsidiaries. 
 (e) Notice of Litigation and Judgments. The Borrower will give notice to the Agent in writing within five
(5) Business Days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting the Borrower, any Guarantor or any of their respective Subsidiaries or to which the Borrower, any
Guarantor or any of their respective Subsidiaries is or is to become a party involving an uninsured claim against the Borrower, any Guarantor or any of their respective Subsidiaries that could either reasonably be expected to cause a Default or
could reasonably be expected to have a Material Adverse Effect and stating the nature and status of such litigation or proceedings. The Borrower will give notice to the Agent, in writing, in form and detail reasonably satisfactory to the Agent and
each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of their respective Subsidiaries in an amount in excess of $10,000,000.00. 

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

(g) ERISA. The Borrower will give notice to the Agent within five (5) Business Days after the Borrower or any ERISA Affiliate
(i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in §4043 of ERISA) with respect to any Guaranteed Pension Plan, Multiemployer Plan or Employee Benefit Plan, or knows that the plan
administrator of any such plan has given or is required to give notice of any such reportable event; (ii) gives a copy of any notice of complete or partial withdrawal liability under Title IV of ERISA; or (iii) receives any notice from the
PBGC under Title IV or ERISA of an intent to terminate or appoint a trustee to administer any such plan. 
 (h) Governmental Authority
Notices. The Borrower will give notice to Agent within five (5) Business Days of receiving any documents, correspondence or notice from any Governmental Authority that regulates the operation of any Pool Property where such document,
correspondence or notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the Pool Property, Borrower, Guarantor or any operator or tenant of any Pool Property.

 (i) Service Guarantees. The Borrower will give notice to the Agent within two (2) Business Days after (i) any failure by
Borrower or a Subsidiary Guarantor to provide electrical power or internet service to a tenant or licensee under any Data Center Lease, (ii) any claim by tenants or licensees under a Data Center Lease that they are entitled, individually or in
the aggregate, to free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, or (iii) any failure to provide electrical power or internet service that gives rise to a termination right under any Data Center Lease.

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

§7.6 Existence; Maintenance of Properties. 

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

  
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 (b) The Borrower and each Guarantor (i) will cause all of its properties and those of its
Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment, and
(ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof. Without limitation of the obligations of the Borrower and the Guarantors under this Agreement with respect to the maintenance of the
Real Estate, the Borrower and the Guarantors shall promptly and diligently comply with the recommendations of the Environmental Engineer retained by Agent or Borrower, Guarantors or their respective Subsidiaries concerning the maintenance, operation
or upkeep of the Real Estate contained in the building inspection and environmental reports delivered to the Agent or otherwise obtained by the Borrower or any Guarantor with respect to the Real Estate. 

§7.7 Insurance; Condemnation. 

(a) The Borrower and each Subsidiary Guarantor will, at its expense, procure and maintain, or cause to be procured and maintained, for the
benefit of the Borrower, each such Subsidiary Guarantor and the Agent, insurance policies issued by such insurance companies, in such amounts, in such form and substance, and with such coverages, endorsements, deductibles and expiration dates as are
acceptable to the Agent, providing the following types of insurance covering each Pool Property: 
 (i) Property insurance
against loss resulting from events comparable to those insured against under the Insurance Services Office (“ISO”) “Cause of Loss – Special Form” endorsement, covering each Building and the contents therein of the Borrower
and its Subsidiaries in an amount not less than the full insurable replacement value of each Building and the contents therein of the Borrower and its Subsidiaries or such other amount as the Agent may approve, with deductibles not to exceed
$25,000.00 for any one occurrence. Coverage shall be provided on a replacement cost basis without coinsurance, or with coinsurance suspended by operation of, an agreed value provision, and, if requested by the Agent, a contingent liability from
operation of building laws endorsement in such scope and amounts as the Agent may require. Full insurable replacement value as used herein means the cost of replacing the Building (exclusive of the cost of excavations, foundations and footings below
the lowest basement floor) and the contents therein of the Borrower and its Subsidiaries without deduction for physical depreciation thereof; 

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

  
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occupancy) and, if the Building may become occupied before all work has been completed, a provision granting permission to occupy for a length of time sufficient to address the projected period
from the commencement of such occupancy to the conclusion of all work; 
 (iii) Property or builder’s risk insurance
against loss caused by the perils of (a) flood, (b) earth movement including earthquake, landslide, subsidence, and sinkhole collapse, (c) terrorism, and (d) breakdown or explosion of boilers, elevators, escalators, heating,
ventilation and cooling systems, such perils to be either included by extension under the Property and Builder’s Risk insurance described in clauses (i) and (ii) above, as applicable, or insured under separate policies. Such insurance
shall be provided on a replacement cost basis without coinsurance, or with coinsurance suspended by operation of an agreed value provision, in amounts sufficient to insure the probable maximum loss value from any one event, as acceptable to Agent.
Flood insurance must be maintained for any Building located at any time in a federally designated “special flood hazard area” (including any Building located in whole or in part in any region identified as Zone A, AO, A1-30, AE, A99, AH,
VO, V1-30, VE, V, M or E in a Flood Hazard Boundary Map or Flood Insurance Rate Map published by the Federal Emergency Management Agency) in an amount sufficient to cover the least of (x) the Building’s insurable replacement value,
(y) the amount of the Loan allocated to that Building, or (z) the maximum limit then available for that Building through the National Flood Insurance Program, and any additional amount of flood insurance Agent may require; 

(iv) Rent loss insurance in an amount sufficient to recover at least the total estimated gross receipts from all sources of
income, including without limitation, rental income, for the Pool Property for a twelve (12) month period, for loss of income arising from any cause of loss or peril insured against under the terms of clauses (i), (ii) and (iii), above,
and with an extended period of indemnity option for a period of not less than 90 days following restoration of insured damage to the Pool Property; 

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


  
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years following completion of the work, with a general aggregate limit of not less than $2,000,000.00 per project or location, a completed operations aggregate limit of not less than
$2,000,000.00, and a combined single “per occurrence” limit of not less than $1,000,000.00 for bodily injury and property damage, and an umbrella or excess liability policy providing not less than $5,000,000.00 of additional limits per
occurrence and in the aggregate; 
 (vii) Employer’s liability insurance with respect to Borrower’s employees (or
if the Borrower have no employees, with respect to the employees of the managers under the Management Agreements); 
 (viii)
Umbrella/excess liability insurance with limits of not less than $25,000,000.00 to be in excess of the limits of the insurance required by clauses (v) and (vii) above, with coverage of the lead umbrella/excess policy and any additional
excess policy to be at least as broad as the primary coverages of the insurance required by clauses (v) and (vii) above. All such policies shall include defense coverage obligations; 

(ix) Workers’ compensation insurance for all employees of the Borrower or its Subsidiaries engaged on or with respect to
the Pool Property with limits as required by Applicable Law (or if Borrower have no employees, for all employees of the managers under the Management Agreements); and 

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

The Borrower shall pay all premiums on insurance policies. The insurance policies with respect to all Pool Properties provided for in clauses
(v), (vi) and (viii) above shall name the Agent and each Lender as an additional insured and loss payee and shall contain a cross liability/severability provision. The Borrower shall deliver certificates of insurance evidencing all such
policies to the Agent, and the Borrower shall promptly furnish to the Agent all renewal notices and evidence that all premiums or portions thereof then due and payable have been paid. Borrower agrees to instruct Borrower’s insurance agent or
broker to provide to Agent a duplicate original or certified copy of the insurance policies required hereunder promptly after the original policy is received by the insurance agent or broker. Not less than ten (10) days prior to the expiration
date of the policies, the Borrower shall deliver to the Agent evidence of renewal or replacement coverage, as may be satisfactory to the Agent, and Borrower shall instruct Borrower’s insurance agent or broker to provide duplicate originals or
certified copies of renewal policies to Agent within thirty (30) Business Days after the renewal date of such policies. 
 (b) All
polices of Property, Builder’s Risk, Flood, Earthquake, Terrorism, and Boiler & Machinery insurance required by this Agreement shall contain clauses or endorsements to the effect that (i) no acts or omission of the Borrower or any
Subsidiary or anyone acting for the Borrower or any Subsidiary (including, without limitation, any representations made in the procurement of such insurance), which might otherwise result in a forfeiture of such insurance or any part thereof, no
occupancy or use of the Real Estate for purposes more hazardous than permitted by the terms of the policy, and no foreclosure or any other change in title to the Real 

  
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Estate or any part thereof, shall affect the validity or enforceability of such insurance insofar as the Agent is concerned, and (ii) such policies shall not be canceled or terminated prior
to the scheduled expiration date thereof without the insurer thereunder giving at least thirty (30) days prior written notice to the Agent; provided, however, that only ten (10) days prior written notice to Agent shall be required if such
cancellation or termination is due to non-payment of any insurance premium. All policies of insurance required by this Agreement shall provide that (i) the insurer waives any right of set off, counterclaim, subrogation, or any deduction in
respect of any liability of the Borrower or any Subsidiary and the Agent, (ii) Borrower’s insurance is primary and without right of contribution from any other insurance which may be available to Agent or Lenders, and (iii) that the
Agent or the Lenders shall not be liable for any premiums thereon or subject to any assessments thereunder. 
 (c) The insurance required by
this Agreement may be effected through a blanket policy or policies covering additional locations and property of the Borrower and other Persons not included in the Pool Properties, provided that such blanket policy or policies comply with all of
the terms and provisions of this §7.7, including, without limitation, the Agent’s determination based on a review of the schedule of locations and values that the amount of such coverage is sufficient in light of the other risks and
properties insured under the blanket policy. 
 (d) All policies of insurance required by this Agreement shall be issued by companies
licensed to do business, either on an admitted or a surplus lines basis, in the State where the policy is issued and also in the States where the Real Estate is located and shall be issued by companies having a rating in Best’s Key Rating Guide
of at least “A” and a financial size category of at least “X” or such other ratings as Agent may specifically approve in writing. 

(e) Neither the Borrower nor any Subsidiary Guarantor 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 or Taking of any Pool Property, the Borrower or the applicable Guarantor shall give prompt written
notice to the insurance carrier and the Agent. Each of the Borrower and the Guarantors hereby irrevocably authorizes and empowers the Agent, at the Agent’s option and in the Agent’s sole discretion or at the request of the Majority Lenders
in their sole discretion, as its attorney in fact, to make proof of such loss, to adjust and compromise any claim under insurance policies, or as a result of a Taking, to appear in and prosecute any action arising from such insurance policies, or as
a result of a Taking, to collect and receive Insurance Proceeds and Condemnation Proceeds, and to deduct therefrom the Agent’s reasonable expenses incurred in the collection of such Insurance Proceeds and Condemnation Proceeds; provided,
however, that so long as no Default or Event of Default has occurred and is continuing and so long as the Borrower or any Guarantor shall in good faith diligently pursue such claim, the Borrower or such Guarantor may make proof of loss and appear in
any proceedings or negotiations with respect to the adjustment of such claim, except that the Borrower or such Guarantor may not settle, adjust or compromise any such claim without the prior written consent of the Agent, which consent shall not be
unreasonably withheld or delayed; provided, further, that the Borrower or such Guarantor may make proof of loss and adjust and compromise any claim under casualty insurance policies which is in an amount less than


  
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$750,000.00 so long as no Default or Event of Default has occurred and is continuing and so long as the Borrower or such Guarantor shall in good faith diligently pursue such claim. The Borrower
and each Guarantor further authorize the Agent, at the Agent’s option, subject to clause (g) below, to (i) apply the balance of such Insurance Proceeds and Condemnation Proceeds to the payment of the Obligations whether or not then
due, or (ii) if the Agent shall require the reconstruction or repair of the Pool Property, to hold the balance of such proceeds as trustee to be used to pay taxes, charges, sewer use fees, water rates and assessments which may be imposed on the
Pool Property and the Obligations as they become due during the course of reconstruction or repair of the Pool Property and to reimburse the Borrower or such Guarantor, in accordance with such terms and conditions as the Agent may prescribe, for, or
to pay directly, the costs of reconstruction or repair of the Pool Property, and upon completion of such reconstruction or repair to pay any excess Insurance Proceeds to the Borrower, provided that (i) upon completion of such reconstruction or
repair, such Pool Property is in compliance with all applicable state, federal and local laws, ordinances and regulations, including, without limitation, all building and zoning laws, ordinances and regulations and (ii) no Defaults, or Events
of Default exist or are continuing under this Agreement on the date of such payment to the Borrower. 
 (g) Notwithstanding the foregoing,
the Agent shall make net Insurance Proceeds and Condemnation Proceeds available to the Borrower or such Guarantor to reconstruct and repair the Pool Property, in accordance with such terms and conditions as the Agent may prescribe in the
Agent’s discretion for the disbursement of the proceeds, provided that (i) the cost of such reconstruction or repair is not estimated by the Agent to exceed twenty-five percent (25%) of the replacement cost of the damaged Building (as
reasonably estimated by the Agent), (ii) no Default or Event of Default shall have occurred and be continuing, (iii) the Borrower or such Guarantor shall have provided to the Agent additional cash security in an amount equal to the amount
reasonably estimated by the Agent to be the amount in excess of such proceeds which will be required to complete such repair or restoration, (iv) the Agent shall have approved the plans and specifications, construction budget, construction
contracts, and construction schedule for such repair or restoration and reasonably determined that the repaired or restored Pool Property will provide the Agent with adequate security for the Obligations (provided that the Agent shall not disapprove
such plans and specifications if the Building is to be restored to substantially its condition immediately prior to such damage), (v) the Borrower or such Guarantor shall have delivered to the Agent written agreements binding upon the Major
Tenants and not less than ninety percent (90%) of the remaining tenants or other parties having present or future rights to possession of any portion of the affected Pool Property or having any right to require repair, restoration or completion
of the Pool Property or any portion thereof (determined by reference to those tenants that are not Major Tenants and that in the aggregate occupy or have rights to occupy not less than ninety percent (90%) of the Net Rentable Area of the
Building so damaged, excluding the portion leased by the Major Tenants), agreeing upon a date for delivery of possession of the Pool Property or their respective portions thereof, to permit time which is sufficient in the judgment of the Agent for
such repair or restoration and approving the plans and specifications for such repair or restoration, or other evidence satisfactory to the Agent that none of such tenants or other parties may terminate their Leases as a result of such casualty or
as a result of having a right to approve the plans and specifications for such repair or restoration and prior to the exhaustion of expiration of any rental loss insurance coverage, (vi) the Agent shall reasonably determine that such repair or
reconstruction can be completed prior to the earlier to 

  
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occur of the Revolving Credit Maturity Date or the Term Loan Maturity Date, (vii) the Agent shall receive evidence reasonably satisfactory to it that any such restoration, repair or
rebuilding complies in all respects with any and all applicable state, federal and local laws, ordinances and regulations, including without limitation, zoning laws, ordinances and regulations, and that all required permits, licenses and approvals
relative thereto have been or will be issued in a manner so as not to materially impede the progress of restoration, (viii) the Agent shall receive evidence reasonably satisfactory to it that the insurer under such policies of fire or other
casualty insurance does not assert any defense to payment under such policies against the Borrower, any Guarantor or the Agent, and (ix) with respect to any Taking, Agent shall determine that following such repair or restoration there shall be
no more than the lesser of (i) a ten percent (10%) reduction in occupancy or rental income from the Pool Property so affected by such specific condemnation or taking (excluding any proceeds from rental loss insurance or proceeds from such
award allocable to rent) or (ii) a ten percent (10%) reduction in occupancy or in rental income from all of the Pool Properties (excluding any proceeds from rental loss insurance or proceeds of such award allocable to rent), after giving
effect to the current condemnation or taking and any previous condemnations or takings which may have occurred (provided that in no event shall any such reduction result in a violation of §9.1, §9.8, §9.9, §9.10, §9.11 or
§9.12 on a pro forma basis after giving effect to such reduction). Any excess Insurance Proceeds shall be paid to the Borrower, or if a Default or Event of Default has occurred and is continuing, such proceeds shall be applied to the payment of
the Obligations, unless in either case by the terms of the applicable insurance policy the excess proceeds are required to be returned to such insurer. Any excess Condemnation Proceeds shall be applied to the payment of the Obligations. In no event
shall the provisions of this section be construed to extend the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable, or to limit in any way any right or remedy of the Agent upon the occurrence of an Event of Default
hereunder. If the Pool Property is sold or the Pool Property is acquired by the Agent, all right, title and interest of the Borrower and any Guarantor in and to any insurance policies to the extent that they relate to the Pool Properties and
unearned premiums thereon and in and to the proceeds thereof resulting from loss or damage to the Pool Property prior to the sale or acquisition shall pass to the Agent or any other successor in interest to the Borrower or purchaser of the Pool
Property. 
 (h) The Borrower, the Guarantors and their respective Subsidiaries (as applicable) will, at their expense, procure and maintain
insurance covering the Borrower, the Guarantors and their respective Subsidiaries (as applicable) and the Real Estate other than the Pool Property in such amounts and against such risks and casualties as are customary for properties of similar
character and location, due regard being given to the type of improvements thereon, their construction, location, use and occupancy. 
 (i)
The Borrower and the Guarantors will provide to the Agent for the benefit of the Lenders Title Policies for all of the Pool Properties of such Person. 

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

  
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 §7.8 Taxes; Liens. The Borrower and the Guarantors will, and will cause their
respective Subsidiaries to, duly pay and discharge, or cause to be paid and discharged, before the same shall become delinquent, all taxes, assessments and other governmental charges imposed upon them or upon the Pool Properties or the other Real
Estate, sales and activities, or any part thereof, or upon the income or profits therefrom as well as all claims for labor, materials or supplies that if unpaid might by law become a lien or charge upon any of its property or other Liens affecting
any of the Pool Properties or other property of the Borrower, the Guarantors or their respective Subsidiaries and all non-governmental assessments, levies, maintenance and other charges, whether resulting from covenants, conditions and restrictions
or otherwise, water and sewer rents and charges assessments on any water stock, utility charges and assessments and owner association dues, fees and levies, provided that any such tax, assessment, charge or levy or claim need not be paid if
the validity or amount thereof shall currently be contested in good faith by appropriate proceedings which shall suspend the collection thereof with respect to such property and the Borrower or applicable Subsidiary Guarantor shall not be subject to
any fine, suspension or loss of privileges or rights by reason of such proceeding, neither such property nor any portion thereof or interest therein would be in any danger of sale, forfeiture, loss or suspension of operation by reason of such
proceeding and the Borrower, such Guarantor or any such Subsidiary shall have set aside on its books adequate reserves in accordance with GAAP (or if such aggregate amount so contested equals or exceeds $100,000 prior to the Release of Security
Date, then Borrower shall have deposited with Agent as additional Collateral adequate reserves as reasonably determined by Agent; and provided, further, that forthwith upon the commencement of proceedings to foreclose any lien that may
have attached as security therefor, the Borrower, such Guarantor or any such 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. Borrower shall promptly upon the written request of the Agent, deliver to the Agent copies of the most recent tax bill and invoices with respect to the taxes, other assessments,
levies and charges described in this §7.8 with respect to the Pool Properties together with and written evidence of payment thereof not later than ten (10) Business Days prior to the date upon which such amounts are due and payable unless
the same are being contested in accordance with the terms hereof and the other Loan Documents. 
 §7.9 Inspection of Properties and
Books. The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, permit the Agent and the Lenders, at the Borrower’s expense (to the extent provided for below) and upon reasonable prior notice, to visit and
inspect any of the properties of the Borrower, each Guarantor or any of their respective Subsidiaries (subject to the rights of tenants under their Leases), to examine the books of account of the Borrower, any Guarantor and their respective
Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, any Guarantor and their respective Subsidiaries with, and to be advised as to the same by, their respective officers,
partners or members, all at such reasonable times and intervals as the Agent or any Lender may reasonably request, provided that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall not be
required to pay for such visits and inspections more often than once in any twelve (12) month period. The Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to
the normal business operations of such Persons. 

  
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 §7.10 Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the
Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws and
regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as
the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all
licenses and permits required by Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the
material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower,
any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval,
permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing
in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act. 
 §7.11 Further
Assurances. The Borrower and each Guarantor will and will cause each of their respective Subsidiaries to, cooperate with the Agent and the Lenders and execute such further instruments and documents as the Lenders or the Agent shall reasonably
request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents. 
 §7.12
Management/Advisor. 
 (a) The Borrower shall not and shall not permit any Subsidiary Guarantor to enter into any Management
Agreement with a third party manager after the date hereof for any Pool Property without the prior written consent of the Agent (which shall not be unreasonably withheld), and after such approval, no such Management Agreement shall be modified in
any material respect or terminated without Agent’s prior written approval, such approval not to be unreasonably withheld. Prior to the Release of Security Date, Agent may condition any approval of a new manager engaged by Borrower or a
Subsidiary with respect to a Pool Property upon the execution and delivery to Agent of a Subordination of Management Agreement. Borrower shall not and shall not permit any Guarantor or other Subsidiary to increase any management fee payable under a
Management Agreement after the date the applicable Real Estate becomes a Pool Property without the prior written consent of the Agent. Notwithstanding anything herein to the contrary, beginning on the Release of Security Date and continuing at all
times thereafter, the Borrower will no longer be required to comply with the terms and conditions of this §7.12(a). 
 (b) Neither the
Borrower nor REIT shall replace the Advisor or terminate the Advisory Agreement without the prior written consent of the Agent (which shall not be unreasonably withheld). 

  
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 §7.13 Leases of the Property. The Borrower and each Guarantor will give notice to the
Agent of any proposed new Lease that would be with a Major Tenant within any Pool Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease and any and all agreements or documents related thereto, current
financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion
of a Pool Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting
of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to
any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or
granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar
properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval
shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE
REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the
transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail
return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a
Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary
Guarantor to execute such other documents relating thereto as Agent may reasonably require. Notwithstanding anything herein to the contrary, beginning on the Release of Security Date and continuing at all times thereafter, the Borrower will no
longer be required to comply with the terms and conditions of this §7.13. 
 §7.14 Business Operations. REIT, the Borrower
and their respective Subsidiaries shall operate their respective businesses in substantially the same manner and in substantially the same fields and lines of business as such business is now conducted and in compliance with the terms and conditions
of this Agreement and the Loan Documents and contained in that certain Prospectus of REIT dated June 27, 2014 (the “Prospectus”). Neither REIT nor the Borrower will, and will not permit any Subsidiary to, directly or indirectly,
engage in any line of business other than the ownership, operation and development of Data Center Assets and Medical Assets. 

  
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 §7.15 Healthcare Laws and Covenants. 

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

(b) Borrower represents that no Borrower or Subsidiary Guarantor is (i) a “covered entity” within the meaning of HIPAA or
submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If Borrower or any
Subsidiary Guarantor at any time becomes a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories,
reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined
below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to
ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable (A) are or will be in material compliance with each of the
applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their
terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or any Subsidiary Guarantor are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be
expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other
than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary
Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor of the then effective provisions of HIPAA. 

  
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 (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to
be done) any of the following with respect to any Pool Property: 
 (i) Transfer any Primary Licenses relating to such Pool
Property to any location other than to another Pool Property; 
 (ii) Amend the Primary Licenses in such a manner that
results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; 

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

(d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect
to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such
other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary
Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare
and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the
Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement
that is in full force and effect under Medicare and Medicaid. 
 (e) If Borrower or any Subsidiary Guarantor receives written notice of any
Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the
extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted,
(v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied, (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other
pertinent information related thereto. 

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

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

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

§7.19 Plan Assets. The Borrower, the Guarantors and each of their respective Subsidiaries will do, or cause to be done, all things
necessary to ensure that none of its Real Estate will be deemed to be Plan Assets at any time. 
 §7.20 Power Generators.
Borrower and the Subsidiary Guarantors shall pay any fines with respect to its generator use permit in a timely manner and shall not allow any such permits to terminate due to non-payment of fines or other defaults. 

§7.21 Assignment of Interest Rate Protection. In the event that the Borrower shall enter into an interest rate cap, swap, collar or
other interest rate protection agreement with a Lender Hedge Provider (the “Interest Hedge”), then as a condition to the obligations of Borrower with respect thereto constituting Hedge Obligations for the purposes of the Loan Documents,
Borrower shall execute and deliver to Agent a collateral assignment of such Interest Hedge in 

  
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form and substance reasonably satisfactory to Agent, and shall further deliver such legal opinions as to Borrower, and consents to and acknowledgments of such pledge by the provider of the
Interest Hedge, as Agent may reasonably require. For the avoidance of doubt, unless the provisions of this §7.21 are complied with, no Lender Hedge Provider shall have any right or benefit under or from the Loan Documents or the Collateral.
Notwithstanding anything herein to the contrary, beginning on the Release of Security Date and continuing at all times thereafter, the Borrower will no longer be required to comply with the terms and conditions of this §7.21. 

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

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

§7.24 Limiting Agreements. 

(a) Neither Borrower, the Guarantors nor any of their respective Subsidiaries shall enter into, any agreement, instrument or transaction which
has or may have the effect of prohibiting or limiting Borrower’s, the Guarantors’ or any of their respective Subsidiaries’ ability to pledge to Agent any of the Pool Properties as security for the Obligations (provided that a
requirement to maintain a pool of unencumbered properties to support other Unsecured Debt permitted by this Agreement shall not violate the foregoing covenant). Borrower will not take, and will not permit the Guarantors or any of their respective
Subsidiaries to take, any action that would impair the right and ability of Borrower, the Guarantors and their respective Subsidiaries to pledge such assets as security for the Obligations without any such pledge after the date hereof causing or
permitting the acceleration (after the giving of notice or the passage of time, or otherwise) of any other Indebtedness of Borrower, the Guarantors or any of their respective Subsidiaries. 

  
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 (b) Borrower shall, upon demand, provide to the Agent such evidence as the Agent may reasonably
require to evidence compliance with this §7.24, which evidence shall include, without limitation, copies of any agreements or instruments which would in any way restrict or limit the Borrower’s, any Guarantor’s or any
Subsidiary’s ability to pledge any of the Pool Properties as security for Indebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time, or otherwise) if such Pool Properties are pledged in
the future as security for Indebtedness of the Borrower or any Guarantor. 
 §7.25 More Restrictive Agreements. Should the
Borrower, the Guarantors or any of their respective Subsidiaries enter into or modify any agreements or documents pertaining to any existing or future Indebtedness, Debt Offering or Equity Offering, which agreements or documents include covenants,
whether affirmative or negative (or any other provision which may have the same practical effect as any of the foregoing), which are individually or in the aggregate more restrictive against the Borrower, the Guarantors or their respective
Subsidiaries than those set forth in §8 and §9 of this Agreement or the Guaranty, the Borrower shall promptly notify the Agent and, if requested by the Majority Lenders, the Borrower, the Guarantors, the Agent and the Majority Lenders
shall promptly amend this Agreement and the other Loan Documents to include some or all of such more restrictive provisions as determined by the Majority Lenders in their sole discretion. Each of the Borrower and Guarantors agree to deliver to the
Agent copies of any agreements or documents (or modifications thereof) pertaining to existing or future Indebtedness, Debt Offering or Equity Offering of the Borrower, the Guarantors or any of their respective Subsidiaries as the Agent from time to
time may request. Notwithstanding the foregoing, this §7.25 shall not apply to covenants contained in any agreements or documents evidencing or securing Non-recourse Indebtedness or covenants in agreements or documents relating to Recourse
Indebtedness that relate only to specific Real Estate that is collateral for such Indebtedness. 
 §7.26 Pool Properties. 

(a) Subject to clause (b) of this §7.26, the Eligible Real Estate included in the calculation of the Pool Availability and included
as Pool Properties shall at all times satisfy all of the following conditions: 
 (i) the Eligible Real Estate shall be free
and clear of all Liens other than the Liens permitted in §8.2(i)A, §8.2(iv) and, prior to the Release of Security Date, §8.2(viii), and such Eligible Real Estate shall not have applicable to it any restriction on the sale, pledge,
transfer, mortgage or assignment of such property except those restrictions which are approved in writing by Agent (including any restrictions contained in any applicable organizational documents); 

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

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

  
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 (iv) no Person other than the Borrower has any direct or indirect ownership of
any legal, equitable or beneficial interest in such Subsidiary Guarantor if such Pool Property is owned or leased under a Ground Lease by a Subsidiary Guarantor, and no direct or indirect ownership or other interests or rights in any such Subsidiary
Guarantor shall be subject to any Lien; 
 (v) such Pool Property is self-managed by the Borrower, the Subsidiary Guarantor
or is managed by the Property Manager pursuant to a Management Agreement; and 
 (vi) such Eligible Real Estate has not been
removed from the calculation of the Pool Availability pursuant to §7.26(c), §7.26(d) or §7.26(e). 
 (b) Notwithstanding the
foregoing, in the event any Real Estate does not qualify as Eligible Real Estate or satisfy the requirements of §7.26(a), then such Real Estate shall be included in the calculation of the Pool Availability so long as the Agent shall have
received the prior written consent of Agent and the Required Lenders to the inclusion of such Real Estate in the calculation of the Pool Availability. 

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

(d) Upon any asset ceasing to qualify to be included in the calculation of Pool Availability, such asset shall no longer be included in the
calculation of the Pool Availability. Within five (5) Business Days after any such disqualification, the Borrower shall deliver to the Agent a certificate reflecting such disqualification, together with the identity of the disqualified asset, a
statement as to whether any Default or Event of Default arises as a result of such disqualification, and a calculation of the Pool Availability attributable to such asset. Simultaneously with the delivery of the items required pursuant above, the
Borrower shall deliver to the Agent a pro forma Compliance Certificate and Pool Certificate demonstrating, after giving effect to such removal or disqualification, compliance with the covenants contained in §7.26 and §9. 

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

  
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 §8. NEGATIVE COVENANTS. 

The Borrower covenants and agrees that, so long as any Loan, Note or Letter of Credit is outstanding or any of the Lenders has any obligation
to make any Loans or issue any Letter of Credit: 
 §8.1 Restrictions on Indebtedness. The Borrower will not, and will not permit
any Guarantor or their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: 

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

(b) Indebtedness to the Lender Hedge Providers in respect of any Hedge Obligations; 

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

(d) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent
that payment therefor shall not at the time be required to be made in accordance with the provisions of §7.8; 
 (e) Indebtedness in
respect of judgments only to the extent, for the period and for an amount not resulting in an Event of Default; 
 (f) endorsements for
collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; and 

(g) subject to the provisions of §9, Indebtedness of REIT and Borrower in respect of Derivatives Contracts that are entered into in the
ordinary course of business and not for speculative purposes; 
 (h) subject to the provisions of §9, Non-Recourse Indebtedness that is
secured by Real Estate (other than the Pool Properties or interest therein) and related assets; 
 (i) subject to the provisions of §9,
Secured Debt that is Recourse Indebtedness, provided that the aggregate amount of such Secured Debt shall not exceed fifteen percent (15.0%) of Gross Asset Value at any time; 

  
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 (j) unsecured Indebtedness of Subsidiaries of Borrower to Borrower; provided that any such
Indebtedness of a Subsidiary of Borrower that is a Guarantor shall be subordinate to the repayment of the Obligations on terms reasonably acceptable to Agent. 

Notwithstanding anything in this Agreement to the contrary, (i) none of the Indebtedness described in §8.1(h) and (i) above
shall have any of the Pool Properties or any interest therein or any direct or indirect ownership interest in any Subsidiary Guarantor as collateral, a borrowing base, unencumbered asset pool or any similar form of credit support for such
Indebtedness, and (ii) none of the Borrower, the Guarantors or their respective Subsidiaries shall create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness (other than Indebtedness to
the Lenders arising under the Loan Documents) with respect to which there is a Lien on any Equity Interests, right to receive Distributions or similar right in any Subsidiary or Unconsolidated Affiliate of such Person; and (z) no Subsidiary of
Borrower which directly or indirectly owns a Pool Property shall create, incur, assume, guarantee or be or remain liable, contingently, with respect to any Indebtedness other than Indebtedness to the Lenders arising under the Loan Documents. 

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

(i) (A) Liens on properties to secure taxes, assessments and other governmental charges (excluding any Lien imposed
pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) or claims for labor, material or supplies incurred in the ordinary course of business in respect of obligations not then delinquent or not otherwise required to be
paid or discharged under the terms of this Agreement or any of the other Loan Documents and (B) Liens on assets, other than (I) the Pool Properties and (II) any direct or indirect interest of the Borrower and any Subsidiary of the
Borrower in any Guarantor, in respect of judgments permitted by §8.1(d); 

  
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 (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) Liens
consisting of mortgage liens on Real Estate, other than Real Estate that constitutes a Pool Property, (including the rents, issues and profits therefrom), or any interest therein (including the rents, issues and profits therefrom), and related
personal property securing Indebtedness which is permitted by §8.1(h) or (i); 
 (iv) encumbrances on properties, other
than the Pool Properties, consisting of easements, rights of way, zoning restrictions, leases and other occupancy agreements, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or
lessor’s liens under leases to which the Borrower or any such Subsidiary is a party, and other non-monetary liens or encumbrances, none of which interferes materially with the use of the property affected in the ordinary conduct of the business
of the Borrower, the Subsidiary Guarantors or their Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or any Subsidiary Guarantor individually or on the Pool
Properties; 
 (v) cash deposits to secure the performance of bids, trade contracts (other than for Indebtedness), purchase
contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

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

(vii) Liens of Capitalized Leases; 

(viii) prior to the Release of Security Date, Liens in favor of the Agent and the Lenders under the Loan Documents to secure
the Obligations and the Hedge Obligations; 
 (ix) prior to the Release of Security Date, Leases, liens and encumbrances on
a Pool Property reflected in the Title Policy approved by Agent; and 
 (x) Liens against the ownership interest of Borrower
or any Guarantor in an Unconsolidated Affiliate created pursuant to the terms of the applicable organizational agreements. 
 Notwithstanding
anything in this Agreement to the contrary, (x) no Subsidiary Guarantor shall create or incur or suffer to be created or incurred or to exist any Lien other than Liens contemplated in §§8.2(i)(A), (v), (vi), (viii) and (ix),
(y) REIT shall not create or suffer to be created or incurred or to exist any Lien on any of its properties or assets or those of the general 

  
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partner of the Borrower, other than Liens contemplated in §8.2(i)(A), (v) and (vi), and (z) no Subsidiary of Borrower which indirectly owns a Pool Property shall create or incur or
suffer to be created or incurred any Lien other than a Lien in favor of the Agent for the benefit of the Lenders under the Loan Documents. 

§8.3 Restrictions on Investments. Neither the Borrower will, nor will it permit any Guarantor or any of its Subsidiaries to, make
or permit to exist or to remain outstanding any Investment except Investments in: 
 (a) marketable direct or guaranteed obligations of the
United States of America that mature within one (1) year from the date of purchase by Borrower, Guarantor or their Subsidiaries; 
 (b)
marketable direct obligations of any of the following: Federal Home Loan Mortgage Corporation, Student Loan Marketing Association, Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Bank for
Cooperatives, Federal Intermediate Credit Banks, Federal Financing Banks, Export-Import Bank of the United States, Federal Land Banks, or any other agency or instrumentality of the United States of America; 

(c) demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of
$100,000,000; 
 (d) commercial paper assigned the highest rating by two or more national credit rating agencies and maturing not more than
ninety (90) days from the date of creation thereof; 
 (e) bonds or other obligations having a short term unsecured debt rating of not
less than A-1+ by S&P and P-1+ by Moody’s and having a long term debt rating of not less than A by S&P and A1 by Moody’s issued by or by authority of any state of the United States, any territory or possession of the United States,
including the Commonwealth of Puerto Rico and agencies thereof, or any political subdivision of any of the foregoing; 
 (f) repurchase
agreements having a term not greater than ninety (90) days and fully secured by securities described in the foregoing subsection (a), (b) or (c) with banks described in the foregoing subsection (c) or with financial institutions
or other corporations having total assets in excess of $500,000,000; and 
 (g) shares of so-called “money market funds”
registered with the SEC under any mutual fund or other registered investment company that qualifies as a “money market fund” under Rule 2a-7 of the United States Securities and Exchange Commission, or any successor thereto which have total
assets in excess of $50,000,000. 
 (h) Investments in Land Assets, provided that the aggregate Investment therein shall not exceed five
percent (5.0%) of Gross Asset Value; 
 (i) Investments in Development Properties, provided that the aggregate Investment therein shall
not exceed ten percent (10.0%) of Gross Asset Value; 

  
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 (j) Investments by Borrower in non-Wholly Owned Subsidiaries and Unconsolidated Affiliates,
provided that the aggregate Investment therein shall not exceed fifteen percent (15.0%) of Gross Asset Value; 
 (k) Investments by the
Borrower or its Subsidiaries (other than the Subsidiary Guarantors) in (i) Mortgage Note Receivables secured by properties that meet the property type requirements of a Data Center Asset or a Medical Asset, or (ii) Permitted Equity
Investments, provided that (x) the aggregate Investment in such Mortgage Note Receivables and such Permitted Equity Investments together shall not exceed twenty percent (20.0%) of Gross Asset Value, and (y) the aggregate Investment in
such Permitted Equity Investments shall not exceed ten percent (10%) of Gross Asset Value; and 
 (l) acquisition of fee simple
interests or long-term ground lease interests in Real Estate by Borrower or its Subsidiaries that meet the property type requirements of a Data Center Asset or a Medical Asset. 

Notwithstanding the foregoing, in no event shall (x) the aggregate value of the holdings of REIT and its Subsidiaries in the Investments
described in §8.3(h)-(k) exceed twenty-five percent (25.0%) of Gross Asset Value at any time, or (y) REIT and its Subsidiaries make any Investments other than those outlined in the Prospectus. 

For the purposes of this §8.3, the Investment of REIT or its Subsidiaries in any non-Wholly Owned Subsidiaries and Unconsolidated
Affiliates will equal (without duplication) the sum of such Person’s pro rata share of any Investments valued at the GAAP book value. 

§8.4 Merger, Consolidation. Other than with respect to or in connection with any disposition permitted under §8.8, the
Borrower will not, nor will it permit the Guarantors or any of their respective Subsidiaries to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation
or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior
written consent of the Agent. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the
Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the
merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor unless such Guarantor will be the surviving Person, and (iii) the
liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as Borrower and such Subsidiary comply with the provisions of
§5.7). 
 §8.5 Sale and Leaseback. The Borrower will not, and will not permit its Subsidiaries, to enter into any
arrangement, directly or indirectly, whereby the Borrower or any such Subsidiary shall sell or transfer any Real Estate owned by it in order that then or thereafter the Borrower or any such Subsidiary shall lease back such Real Estate without the
prior written consent of Agent, such consent not to be unreasonably withheld. 

  
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 §8.6 Compliance with Environmental Laws. None of the Borrower nor any Guarantor will,
nor will any of them permit any of their respective Subsidiaries or any other Person to, do any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous
Substances, except for quantities of Hazardous Substances used in the ordinary course of operating Data Center Assets and Medical Assets as permitted under this Agreement and in material compliance with all applicable Environmental Laws,
(b) cause or permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in full compliance with Environmental Laws, (c) generate any Hazardous Substances on
any of the Real Estate except in full compliance with Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner that could reasonably be contemplated to cause a Release of Hazardous Substances on, upon
or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which could reasonably be expected to give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly
transport or arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws), except, with respect to any Real Estate that is not a Pool Property, where any such use, generation, conduct or other activity has
not had and could not reasonably be expected to have a Material Adverse Effect. 
 The Borrower and the Guarantors shall, and shall cause
their respective Subsidiaries to: 
 (i) in the event of any change in Environmental Laws governing the assessment, release
or removal of Hazardous Substances, take all reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to determine whether such Hazardous Substances are or ever were Released or
disposed of on any Real Estate in violation of applicable Environmental Laws; and 
 (ii) if any Release or disposal of
Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which may otherwise expose it to liability shall occur or shall have occurred on any Real Estate (including without limitation any such
Release or disposal occurring prior to the acquisition or leasing of such Real Estate by the Borrower, any such Guarantor or any such Subsidiary), the Borrower shall, after obtaining knowledge thereof, cause the prompt containment and removal of
such Hazardous Substances and remediation of the Real Estate in full compliance with all applicable Environmental Laws; provided, that the Borrower, the Guarantors and their respective Subsidiaries shall be deemed to be in compliance with
Environmental Laws for the purpose of this clause (ii), and in compliance with this §8.6 as it relates to matters addressed by this clause (ii), so long as it or a responsible third party with sufficient financial resources is taking reasonable
action to remediate or manage any event of noncompliance in accordance with Applicable Law to the reasonable satisfaction of the Agent and no legal or administrative action shall have been commenced or filed by any enforcement agency to require
remediation, containment, mitigation or other action. The Agent may engage its own Environmental Engineer to review the environmental assessments and the compliance with the covenants contained herein. 

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

 (a) The Borrower shall not pay any Distribution to the partners, members or other owners of the Borrower, and REIT shall not pay any
Distribution to its partners, members or other owners, if such Distribution by Borrower or REIT: 
 (i) for the period from
the date of this Agreement through and including December 31, 2017, is in excess of a daily rate of $0.001753425 per share of the REIT (which equates to $0.64 per annum per share of the REIT on an annualized basis); and 

(ii) thereafter is in excess, when added to the amount of all other Distributions paid in any period of four
(4) consecutive calendar quarters, of ninety-five percent (95%) of such Person’s Funds from Operations for such period. 

(b) If a Default or Event of Default shall have occurred and be continuing, the Borrower shall make no Distributions, and REIT shall not pay
any Distribution to its partners, members or other owners, other than Distributions in an amount equal to the minimum distributions required under the Code to maintain the REIT Status of REIT, as evidenced by a certification of the principal
financial or accounting officer of REIT containing calculations in detail reasonably satisfactory in form and substance to the Agent. 

  
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 (c) Notwithstanding the foregoing, at any time when an Event of Default under §12.1(a) or
(b) shall have occurred, an Event of Default as to Borrower or REIT under §12.1 (g), (h) or (i) shall have occurred, or the maturity of the Obligations has been accelerated, neither the Borrower nor REIT shall make any
Distributions whatsoever, directly or indirectly. 
 §8.8 Asset Sales. The Borrower will not, and will not permit the Guarantors
or their respective Subsidiaries to, sell, transfer or otherwise dispose of any material asset other than pursuant to a bona fide arm’s length transaction in the ordinary course of business. Neither the Borrower, any Guarantor nor any
Subsidiary thereof shall sell, transfer or otherwise dispose of any Real Estate in one transaction or a series of transactions during any four (4) consecutive fiscal quarters in excess of an amount equal to thirty percent (30%) of Gross
Asset Value as at the beginning of such four (4) quarter period, except as the result of a condemnation or casualty, without the prior written consent of Agent and the Majority Lenders. 

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

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

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

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

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

§8.14 Leasing Activities. Prior to the Release Security Date, none of Borrower, Guarantors or any Affiliate of Borrower or
Guarantors shall prompt, direct, cause or otherwise encourage any tenant or licensee at any Pool Property to relocate to space or acquire other rights at or in connection with other buildings owned by Borrower, a Guarantor or any Affiliate adjacent
to the Pool Property, or condominium units within the same development, without the prior written consent of Agent. 
 §8.15
Fees. Borrower shall not pay, and shall not permit any Guarantor to pay, any management fees or other payments under any Management Agreement for any Pool Property to Borrower, any other manager that is an Affiliate of Borrower or any other
manager, or any advisory fees or other payments to Advisor, in the event that a Default or an Event of Default shall have occurred and be continuing. 

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

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

  
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 §9. FINANCIAL COVENANTS. 

The Borrower covenants and agrees that, so long as any Loan, Note or Letter of Credit is outstanding or any Lender has any obligation to make
any Loans or issue any Letter of Credit: 
 §9.1 Pool Availability. The Borrower shall not permit at any time the outstanding
principal balance of the Loans and the Letter of Credit Liabilities to be greater than the Pool Availability; provided, however, that upon a violation of this §9.1 by Borrower, no Event of Default shall exist hereunder in the event Borrower
cures such Default within fifteen (15) calendar days of the occurrence of such event. 
 §9.2 Consolidated Total Indebtedness to
Gross Asset Value. The Borrower will not at any time permit the ratio of Consolidated Total Indebtedness to Gross Asset Value (expressed as a percentage) to exceed sixty percent (60.0%). 

§9.3 Maximum Secured Leverage Ratio. The Borrower will not at any time permit the ratio of Consolidated Total Secured Debt to Gross
Asset Value (expressed as a percentage) to exceed forty-five percent (45.0%) until the Release of Security Date, and forty percent (40.0%) thereafter. 

§9.4 Adjusted Consolidated EBITDA to Consolidated Fixed Charges. The Borrower will not at any time permit the ratio of Adjusted
Consolidated EBITDA determined for the most recently ended two (2) calendar quarters annualized to Adjusted Consolidated Fixed Charges for the most recently ended two (2) calendar quarters annualized, to be less than 1.75 to 1.00. 

§9.5 Minimum Consolidated Tangible Net Worth. The Borrower will not at any time permit Consolidated Tangible Net Worth to be less
than the sum of (i) $300,000,000.00 plus (ii) seventy-five percent (75%) of the sum of any additional Net Offering Proceeds after the date of this Agreement. 

§9.6 Intentionally Omitted. 

§9.7 Equity Raise. Borrower shall raise not less than $40,000,000.00 of Net Offering Proceeds from sales of Equity Interests in
REIT during each calendar quarter until such time as $1,000,000,000.00 of Net Offering Proceeds from sales of Equity Interests in REIT shall have been raised by Borrower. 

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

  
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 §9.9 Minimum Actual Debt Service Coverage Ratio. The Borrower will not at any time
permit the Actual Debt Service Coverage Ratio to be less than or equal to 2.00 to 1.00. 
 §9.10 Minimum Property Requirement.
The Pool shall not at any time consist of less than twelve (12) Pool Properties with an aggregate Appraised Value of not less than $200,000,000.00. 

§9.11 Aggregate Occupancy Rate. All Pool Properties will at all times have an aggregate Occupancy Rate of no less than ninety
percent (90%). 
 §9.12 Concentration Limits. 

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

(b) No Pool Properties which are subject to a lease or leases to any single tenant or any group of Affiliates thereof shall account for more
than fifteen percent (15%) of the Pool Value (the “Single Tenant Limitation”); provided that a failure to satisfy the requirements of this §9.12(b) shall not result in any Real Estate not being included as a Pool Property, but
any Pool Availability in excess of such limitation shall be excluded. 
 (c) No more than twenty percent (20%) of the Pool Value shall
be attributable to attributable to Pool Properties which are subject to Ground Lease; provided that a failure to satisfy the requirements of this §9.12(c) shall not result in any Real Estate not being included as a Pool Property, but any Pool
Availability in excess of such limitation shall be excluded. 
 (d) No Pool Properties which are subject to a lease or leases to any tenants
that have physician ownership of greater than sixty-six and two-thirds percent (66.67%) shall account for more than twenty percent (20%) of the Pool Value; provided that a failure to satisfy the requirements of this §9.12(d) shall not
result in any Real Estate not being included as a Pool Property, but any Pool Availability in excess of such limitation shall be excluded. 
 §10.
CLOSING CONDITIONS. 
 The obligation of the Lenders to make the Loans or issue the Letter(s) of Credit shall be subject to the satisfaction
of the following conditions precedent: 
 §10.1 Loan Documents. Each of the Loan Documents shall have been duly executed and
delivered by the respective parties thereto and shall be in full force and effect. The Agent shall have received a fully executed counterpart of each such document, except that each Lender shall have receive the fully-executed original of its Note.

 §10.2 Certified Copies of Organizational Documents. The Agent shall have received from the Borrower and each Guarantor a copy,
certified as of a recent date by the appropriate officer of each State in which such Person is organized and (with respect to any Subsidiary Guarantor that owns a Pool Property) in which such Pool Property is located and a duly


  
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authorized officer, partner or member of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter or operating agreement and/or other organizational
agreements of the Borrower and each such Guarantor, as applicable, and its qualification to do business, as applicable, as in effect on such date of certification. 

§10.3 Resolutions. All action on the part of the Borrower and each Guarantor, as applicable, necessary for the valid execution,
delivery and performance by such Person of this Agreement and the other Loan Documents to which such Person is or is to become a party shall have been duly and effectively taken, and evidence thereof reasonably satisfactory to the Agent shall have
been provided to the Agent. 
 §10.4 Incumbency Certificate; Authorized Signers. The Agent shall have received from the Borrower
and each Guarantor an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of such Person and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and
on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party. The Agent shall have also received from the Borrower a certificate, dated as of the Closing Date, signed by a duly authorized representative of the
Borrower and giving the name and specimen signature of each Authorized Officer who shall be authorized to make Loan Requests, Letter of Credit Requests and Conversion/Continuation Requests and to give notices and to take other action on behalf of
the Borrower under the Loan Documents. 
 §10.5 Opinion of Counsel. The Agent shall have received an opinion addressed to the
Lenders and the Agent and dated as of the Closing Date from counsel to the Borrower and each Guarantor in form and substance reasonably satisfactory to the Agent. 

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

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

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

§10.9 Representations and Warranties. The representations and warranties made by the Borrower and each Guarantor in the Loan
Documents or otherwise made by or on behalf of the Borrower, the Guarantors and their respective Subsidiaries in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be
true and correct in all material respects on the Closing Date. 
 §10.10 Proceedings and Documents. All proceedings in connection
with the transactions contemplated by this Agreement and the other Loan Documents shall be reasonably satisfactory to the Agent and the Agent’s counsel in form and substance, and the Agent shall have received all information and such
counterpart originals or certified copies of such documents and such other certificates, opinions, assurances, consents, approvals or documents as the Agent and the Agent’s counsel may reasonably require. 

  
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 §10.11 Eligible Real Estate Qualification Documents. The Eligible Real Estate
Qualification Documents for each Pool Property included in the calculation of the Pool Availability as of the Closing Date shall have been delivered to the Agent at the Borrower’s expense and shall be in form and substance reasonably
satisfactory to the Agent. 
 §10.12 Compliance Certificate and Pool Certificate. The Agent shall have received a Compliance
Certificate and a Pool Certificate dated as of the date of the Closing Date demonstrating compliance with each of the covenants calculated therein as of the most recent calendar quarter for which REIT has provided financial statements under
§6.4 adjusted in the best good faith estimate of REIT as of the Closing Date. 
 §10.13 Appraisals. The Agent shall have
received Appraisals of each of the Pool Properties in form and substance reasonably satisfactory to the Agent. 
 §10.14
Consents. The Agent shall have received evidence reasonably satisfactory to the Agent that all necessary stockholder, partner, member or other consents required in connection with the consummation of the transactions contemplated by this
Agreement and the other Loan Documents have been obtained. 
 §10.15 Contribution Agreement. The Agent shall have received an
executed counterpart of the Contribution Agreement. 
 §10.16 Subordination of Management Agreement. The Agent shall have
received an executed counterpart of a Subordination of Management Agreement with respect to each Management Agreement. 
 §10.17
Subordination of Advisory Agreement. The Agent shall have received an executed counterpart of a Subordination of Advisory Agreement with respect to the Advisory Agreement. 

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

The obligations of the Lenders to make any Loan or issue any Letter of Credit, whether on or after the Closing Date, shall also be subject to
the satisfaction of the following conditions precedent: 
 §11.1 Prior Conditions Satisfied. All conditions set forth in §10
shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued. 

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

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

§12. EVENTS OF DEFAULT; ACCELERATION; ETC. 

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

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

(c) the Borrower shall fail to comply with the covenant contained in §9.1 and such failure shall continue for fifteen (15) calendar
days after written notice thereof shall have been given to the Borrower by the Agent; 
 (d) the Borrower shall fail to perform any term,
covenant or agreement contained in §9.2 -§9.12; 
 (e) the Borrower, the Guarantors or any of their respective Subsidiaries shall
fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified in the other subclauses of this §12 or in the other Loan Documents);

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

  
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 (g) the Borrower, any Guarantor or any of their Subsidiaries shall fail pay when due (including,
without limitation, at maturity), or within any applicable period of grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtedness (including under any Derivatives Contract),
or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness (including under any Derivatives
Contract) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require the termination or other
settlement of such obligation; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve
(i) Recourse Indebtedness in excess of $10,000,000.00 or (ii) Non-Recourse Indebtedness in excess of $20,000,000.00 individually or in excess of $35,000,000.00 in the aggregate; 

(h) the Borrower, any Guarantor or any of their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or
admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver for it or any substantial part of
its assets, (ii) shall commence any case or other proceeding relating to it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in
effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing; 
 (i) a petition or application shall
be filed for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower, any Guarantor or any of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be
commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its
approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within sixty (60) days following the filing or commencement thereof; 

(j) a decree or order is entered appointing a trustee, custodian, liquidator or receiver for the Borrower, any Guarantor or any of their
respective Subsidiaries or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any such Person in an involuntary case under
federal bankruptcy laws as now or hereafter constituted; 
 (k) there shall remain in force, undischarged, unsatisfied and unstayed, for
more than fifteen (15) days during any calendar year, whether or not consecutive, one or more uninsured or unbonded final judgments against (x) the Borrower or any Guarantor that, either individually or in the aggregate, exceed
$10,000,000.00 in any calendar year or (y) any Subsidiary of the Borrower that is not a Subsidiary Guarantor that, either individually or in the aggregate, exceed $10,000,000.00 in any calendar year; 

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

(m) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower, any Guarantor or any of their
respective Subsidiaries shall occur or any sale, transfer or other disposition of the assets of the Borrower, any Guarantor or any of their respective Subsidiaries shall occur, in each case, other than as permitted under the terms of this Agreement
or the other Loan Documents; 
 (n) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the
Majority Lenders shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of the Borrower, the Guarantors or any of their respective Subsidiaries to the PBGC or such Guaranteed Pension
Plan in an aggregate amount exceeding $1,000,000.00 and (x) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate
United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings
to terminate such Guaranteed Pension Plan; 
 (o) the Borrower, any Guarantor or any of their respective Subsidiaries or any shareholder,
officer, director, partner or member of any of them shall be indicted for a federal crime, a punishment for which could include the forfeiture of (i) any assets of the Borrower or any of their respective Subsidiaries which in the good faith
judgment of the Majority Lenders could reasonably be expected to have a Material Adverse Effect, or (ii) any of the Pool Properties; 

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

(r) Reserved; 
 (s) Reserved;


  
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 (t) Reserved; 

(u) the Borrower, any Guarantor or any of their respective Subsidiaries shall fail to comply with the covenants set forth in §8.6 hereof;
provided, however, no Event of Default shall occur hereunder as a result of such failure if such failure relates solely to a parcel or parcels of Real Estate that are not a Pool Property whose book value, either individually or in the
aggregate, does not exceed $2,000,000.00; 
 (v) REIT shall fail to comply at any time with all requirements and Applicable Laws and
regulations necessary to maintain REIT Status and shall continue to receive REIT Status; 
 (w) REIT shall fail to comply with any SEC
reporting requirements; 
 (x) any Change of Control shall occur; or 

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

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

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

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

§12.4 Remedies. In case any one or more Events of Default shall have occurred and be continuing, and whether or not the Lenders
shall have accelerated the maturity of the Loans pursuant to §12.1, the Agent, on behalf of the Lenders may, and upon the direction of the Majority Lenders, shall proceed to protect and enforce their rights and remedies under this Agreement,
the Notes and/or any of the other Loan Documents by suit in equity, action at law or other appropriate proceeding, including to the full extent permitted by Applicable Law the specific performance of any covenant or agreement contained in this
Agreement and the other Loan Documents, the obtaining of the ex parte appointment of a receiver, and, if any amount shall have become due, by declaration or otherwise, the enforcement of the payment thereof. No remedy herein conferred upon the Agent
or the holder of any Note is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or
any other provision of law. Notwithstanding the provisions of this Agreement providing that the Loans may be evidenced by multiple Notes in favor of the Lenders, the Lenders acknowledge and agree that only the Agent may exercise any remedies arising
by reason of a Default or Event of Default. If the Borrower or any Guarantor fails to perform any agreement or covenant contained in this Agreement or any of the other Loan Documents beyond any applicable period


  
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for notice and cure, Agent may itself perform, or cause to be performed, any agreement or covenant of such Person contained in this Agreement or any of the other Loan Documents which such Person
shall fail to perform, and the out-of-pocket costs of such performance, together with any reasonable expenses, including reasonable attorneys’ fees actually incurred (including attorneys’ fees incurred in any appeal) by Agent in connection
therewith, shall be payable by the Borrower upon demand and shall constitute a part of the Obligations and shall if not paid within five (5) days after demand bear interest at the rate for overdue amounts as set forth in this Agreement. In the
event that all or any portion of the Obligations is collected by or through an attorney-at-law, the Borrower shall pay all costs of collection including, but not limited to, reasonable attorney’s fees. 

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

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

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

§12.6 Collateral Account. 

(a) As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities, Swing Loans and the other Obligations
and Hedge Obligations, the Borrower hereby pledges and grants to the Agent, for the ratable benefit of the Agent and the 

  
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Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including
the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Letter of Credit Liabilities or Swing Loans until applied by the Agent as provided herein.
Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this section. 

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

(c) If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower and the
Lenders authorize the Agent to use the monies deposited in the Collateral Account to make payment to the beneficiary with respect to such drawing or the payee with respect to such presentment. If a Swing Loan is not refinanced as a Base Rate Loan as
provided in §2.5 above, then the Agent is authorized to use monies deposited in the Collateral Account to make payment to the Swing Loan Lender with respect to any participation not funded by a Defaulting Lender. 

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

(e) So long as no Default or Event of Default exists, and to the extent amounts on deposit in the Collateral Account exceed the aggregate
amount of the Letter of Credit Liabilities then due and owing and the pro rata share of any Letter of Credit Obligations and Swing Loans of any Defaulting Lender after giving effect to §2.13(c), the Agent shall, from time to time, at the
request of the Borrower, deliver to the Borrower within 10 Business Days after the Agent’s receipt of such request from the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the
Collateral Account as exceed the aggregate amount of the Letter of Credit Liabilities and Swing Loans at such time. 
 (f) The Borrower
shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent’s administration of the Collateral Account and investments and reinvestments of funds therein. The Borrower
authorizes Agent to file such financing statements as Agent may reasonably require in order to perfect Agent’s security interest in the Collateral Account, and Borrower shall promptly upon demand execute and deliver to Agent such other
documents as Agent may reasonably request to evidence its security interest in the Collateral Account. 

  
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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 to the Borrower or the Guarantors and
any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior
written approval of Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the
Guarantors to such Lender under the Loan Documents. Each of the Lenders agree with each other Lender that if such Lender shall receive from the Borrower or the Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise,
and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all
of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each
Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and
arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over
immediately to the Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent
and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. 

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

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

§14.3 No Liability. Neither the Agent nor any of its shareholders, directors, officers or employees nor any other Person assisting
them in their duties nor any agent, or employee thereof, shall be liable for (a) any waiver, consent or approval given or any action taken, or omitted to be taken, in good faith by it or them hereunder or under any of the other Loan Documents,
or in connection herewith or therewith, or be responsible for the consequences of any oversight or error of judgment 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 Majority Lenders, the
Majority Revolving Credit Lenders or Required Lenders, as applicable. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Agent has received notice from a Lender or the Borrower
referring to the Loan Documents and describing with reasonable specificity such Default or Event of Default and stating that such notice is a “notice of default”. 

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

  
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 §14.5 Payments. 

(a) A payment by the Borrower or any Guarantor to the Agent hereunder or under any of the other Loan Documents for the account of any Lender
shall constitute a payment to such Lender. The Agent agrees to distribute to each Lender not later than one Business Day after the Agent’s receipt of good funds, determined in accordance with the Agent’s customary practices, such
Lender’s pro rata share of payments received by the Agent for the account of the Lenders except as otherwise expressly provided herein or in any of the other Loan Documents. Notwithstanding anything to the contrary contained in this Agreement,
if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, each payment by the Borrower hereunder shall be applied in accordance with §2.13(d). 

(b) If in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any of
the other Loan Documents might involve it in liability, it may refrain from making such distribution until its right to make such distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction
shall adjudge that any amount received and distributed by the Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Agent its proportionate share of the amount so adjudged to be repaid or
shall pay over the same in such manner and to such Persons as shall be determined by such court. In the event that the Agent shall refrain from making any distribution of any amount received by it as provided in this §14.5(b), the Agent shall
endeavor to hold such amounts in an interest bearing account and at such time as such amounts may be distributed to the Lenders, the Agent shall distribute to each Lender, based on their respective Commitment Percentages, its pro rata share
of the interest or other earnings from such deposited amount. 
 §14.6 Holders of Notes. Subject to the terms of §18, the
Agent may deem and treat the payee of any Note as the absolute owner or purchaser thereof for all purposes hereof until it shall have been furnished in writing with a different name by such payee or by a subsequent holder, assignee or transferee.

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

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

§14.9 Resignation. The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to
the Lenders and the Borrower. Any such resignation may at Agent’s option also constitute Agent’s resignation as Issuing Lender and Swing Loan Lender. Upon any such resignation, the Majority Lenders, subject to the terms of §18.1,
shall have the right to appoint as a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A3” or its equivalent by Moody’s or not less
than “A-” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent and, if applicable, Issuing Lender and
Swing Loan Lender, shall be reasonably acceptable to the Borrower. If no successor Agent shall have been appointed and shall have accepted such appointment within ten (10) days after the retiring Agent’s giving of notice of resignation,
then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A3” or its equivalent by Moody’s or not
less than “A-” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Subject to Borrower’s approval rights, if any, stated above, upon the acceptance of any appointment as Agent and, if applicable,
Issuing Lender and Swing Loan Lender, hereunder by a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be discharged from its
duties and obligations hereunder as Agent and, if applicable, Issuing Lender and Swing Loan Lender. After any retiring Agent’s resignation, the provisions of this Agreement and the other Loan Documents shall continue in effect for its benefit
in respect of any actions taken or omitted to be taken by it while it was acting as Agent, Issuing Lender and Swing Loan Lender. If the resigning Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with
respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning
Agent. 
 §14.10 Duties in the Case of Enforcement. In case one or more Events of Default have occurred and shall be continuing,
and whether or not acceleration of the Obligations shall have occurred, the Agent may and, if (a) so requested by the Majority 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 the Guarantors or out of the Collateral within such period. The Majority Lenders may direct the Agent in writing as to the
method and the extent of any such exercise, the Lenders hereby agreeing to indemnify and hold the Agent harmless in accordance with their respective Commitment Percentages from all liabilities incurred in respect of all actions taken or omitted in
accordance with such directions, except to the extent that any of the same shall be directly caused by the Agent’s willful misconduct or gross negligence as finally determined by a court of competent jurisdiction after the expiration of all
applicable appeal periods, provided that the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent’s compliance with such direction to be unlawful in any applicable jurisdiction or
commercially unreasonable under the UCC as enacted in any applicable jurisdiction. 
 §14.11 Bankruptcy. In the event a
bankruptcy or other insolvency proceeding is commenced by or against the Borrower or any Guarantor with respect to the Obligations, the Agent shall have the sole and exclusive right to file and pursue a joint proof claim on behalf of all Lenders.
Any votes with respect to such claims or otherwise with respect to such proceedings shall be subject to the vote of the Majority Lenders or all of the Lenders as required by this Agreement. Each Lender irrevocably waives its right to file or pursue
a separate proof of claim in any such proceedings unless Agent fails to file such claim within thirty (30) days after receipt of written notice from the Lenders requesting that Agent file such proof of claim. 

§14.12 Request for Agent Action. The Agent and the Lenders acknowledge that in the ordinary course of business of the Borrower,
(a) a Pool Property may be subject to a Taking, or (b) the Borrower or any Subsidiary Guarantor may desire to enter into easements or other agreements affecting the Pool Properties, or take other actions or enter into other agreements in
the ordinary course of business (including, without limitation, Leases) which similarly require the consent, approval or agreement of the Agent. In connection with the foregoing, the Lenders hereby expressly authorize the Agent to execute consents
in form and substance satisfactory to the Agent in connection with any easements or agreements affecting the Pool Property, or execute consents, approvals, or other agreements in form and substance satisfactory to the Agent in connection with such
other actions or agreements as may be necessary in the ordinary course of the Borrower’s business. 
 §14.13 Reliance by
Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or
intranet website posting or other distribution) believed by it to 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 

  
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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. 

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

§14.15 Borrower Not Beneficiary. Except for the provisions of §14.9 relating to the appointment of a successor Agent, the
provisions of this §14 are solely for the benefit of the Agent and the Lenders, may not be enforced by the Borrower or any Guarantor, and except for the provisions of §14.9, may be modified or waived without the approval or consent of the
Borrower. 
 §14.16 Reliance on Hedge Provider. For purposes of applying payments received in accordance with §12.1,
§12.5, §12.6 or any other provision of the Loan Documents, the Agent shall be entitled to rely upon the trustee, paying agent or other similar representative (each, a “Representative”) or, in the absence of such a Representative,
upon the holder of the Hedge Obligations for a determination (which each holder 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 costs of producing and reproducing this Agreement, the other Loan Documents and the other
agreements and instruments mentioned herein, (b) any Indemnified Taxes (including any interest and penalties in respect thereto) payable by the Agent or any of the Lenders (other than taxes based upon the Agent’s or any Lender’s gross
or net income, including any recording, mortgage, documentary or intangibles taxes in connection with the Loan Documents, or other taxes payable on or with respect to the transactions contemplated by this Agreement, including any such taxes payable
by the Agent or any of the Lenders after the Closing Date (the Borrower hereby agreeing to indemnify the Agent and each Lender with respect thereto), (c) title insurance premiums, engineer’s fees, all environmental reviews and the
reasonable fees, expenses and disbursements of the counsel to the Agent and the Joint Arrangers and Bookrunners and any local counsel to the Agent incurred in connection with the preparation, administration, or interpretation of the Loan Documents
and other instruments mentioned herein, and amendments, modifications, approvals, consents or waivers hereto or hereunder, (d) the out-of-pocket fees, costs, expenses and disbursements of Agent and the Joint Arrangers and Bookrunners incurred
in connection with the syndication and/or participation (by KeyBank) of the Loans, (e) all other reasonable out of pocket fees, expenses and disbursements of the Agent incurred by the Agent in connection with the preparation, administration or
interpretation of the Loan Documents and other instruments mentioned herein, the addition or substitution of additional Pool Properties, the review of Leases and related documents, the making of each advance hereunder, the issuance of Letters of
Credit, and the syndication of the Commitments pursuant to §18 (without duplication of those items addressed in subparagraph (d), above), (f) all out-of-pocket expenses (including attorneys’ fees and costs, and fees and costs of
appraisers, engineers, investment bankers or other experts retained by the Agent) incurred by any Lender or the Agent in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents against the Borrower or
the Guarantors or the administration thereof after the occurrence of a Default or Event of Default and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Agent’s, or any of the
Lenders’ relationship with the Borrower or the Guarantors in respect of the Loan and the Loan Documents (provided that any attorneys’ fees and costs pursuant to this clause (f)(ii) shall be limited to those incurred by the Agent and one
other counsel with respect to the Lenders as a group), (g) all reasonable fees, expenses and disbursements of the Agent incurred in connection with UCC searches, UCC filings, title rundowns or, title searches, (h) all reasonable
out-of-pocket fees, expenses and disbursements (including reasonable attorneys’ fees and costs) which may be incurred by KeyBank in connection with the execution and delivery of this Agreement and the other Loan Documents (without duplication
of any of the items listed above), and (i) all expenses relating to the use of Intralinks, SyndTrak or any other similar system for the dissemination and sharing of documents and information in connection with the Loans. The covenants of this
§15 shall survive the repayment of the Loans and the termination of the obligations of the Lenders hereunder. 
 §16. INDEMNIFICATION. 

The Borrower agrees to indemnify and hold harmless the Agent, the Lenders and the Joint Arrangers and Bookrunners and each director, officer,
employee, agent, Attorney and Affiliate thereof and Person who controls the Agent, or any Lender or the Joint Arrangers and 

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


  
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obligations of the Borrower provided herein and in the other Loan Documents shall survive the full repayment of amounts due and the termination of the obligations of the Lenders hereunder and
thereunder to the extent provided herein and therein. All statements contained in any certificate delivered to any Lender or the Agent at any time by or on behalf of the Borrower, any Guarantor or any of their respective Subsidiaries pursuant hereto
or in connection with the transactions contemplated hereby shall constitute representations and warranties by such Person hereunder. 
  

	§18.	ASSIGNMENT AND PARTICIPATION. 

 §18.1 Conditions to Assignment by Lenders. Except as
provided herein, each Lender may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same
portion of the Loans at the time owing to it and the Notes held by it); provided that (a) the Agent, the Issuing Lender and, so long as no Default or Event of Default exists hereunder, the Borrower shall have each given its prior written
consent to such assignment, which consent shall not be unreasonably withheld or delayed, and if the Borrower does not respond to any such request for consent within five (5) Business Days, Borrower shall be deemed to have consented (provided
that such consent shall not be required for any assignment to another Lender, to a Related Fund, to a lender or an Affiliate of a Lender which controls, is controlled by or is under common control with the assigning Lender or to a wholly-owned
Subsidiary of such Lender), (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement, (c) the parties to such assignment shall execute and
deliver to the Agent, for recording in the Register (as hereinafter defined) an Assignment and Acceptance Agreement in the form of Exhibit L attached hereto, together with any Notes subject to such assignment, (d) in no event shall
any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by the Borrower or any Guarantor or be to a Defaulting Lender or an Affiliate of a Defaulting Lender,
(e) such assignee shall have a net worth or unfunded commitment as of the date of such assignment of not less than $100,000,000.00 (unless otherwise approved by Agent and, so long as no Default or Event of Default exists hereunder, the
Borrower), and (f) such assignee shall acquire an interest in the Loans of not less than $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and
so long as no Default or Event of Default exists hereunder, the Borrower. Upon execution, delivery, acceptance and recording of such Assignment and Acceptance Agreement, (i) the assignee thereunder shall be a party hereto and all other Loan
Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder, (ii) the assigning Lender shall, upon payment to the Agent of the registration fee
referred to in §18.2, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and
(iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such
assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower and/or any Guarantor and whether such assignee is a Defaulting Lender or an Affiliate of a Defaulting Lender. In
connection with any assignment of 

  
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rights and obligations of any Defaulting Lender, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or actions, including funding, with
the consent of the Borrower and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in
Letters of Credit and Swing Loans in accordance with its Revolving Credit Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective
under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 

§18.2 Register. The Agent shall maintain on behalf of the Borrower a copy of each assignment delivered to it and a register or
similar list (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment Percentages of and principal amount of the Loans owing to the Lenders from time to time. The entries in the Register shall be
conclusive, in the absence of manifest error, and the Borrower, the Guarantors, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrower and the Lenders at any reasonable time and from time to time upon reasonable prior notice. Upon each such recordation, the assigning Lender agrees to pay to the Agent a registration fee in the sum of
$3,500.00. 
 §18.3 New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such
assignment, together with each Note subject to such assignment, the Agent shall record the information contained therein in the Register. Within five (5) Business Days after receipt of notice of such assignment from Agent, the Borrower, at its
own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such assignee in an amount equal to the amount assigned to such assignee pursuant to such Assignment and Acceptance Agreement and,
if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for
the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance Agreement and shall otherwise be in substantially
the form of the assigned Notes. The surrendered Notes shall be canceled and returned to the Borrower. 
 §18.4 Participations.
Each Lender may sell participations to one or more Lenders or other entities in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents; provided that (a) any such sale or
participation shall not affect the rights and duties of the selling Lender hereunder, (b) such participation shall not entitle such participant to any rights or privileges under this Agreement or any Loan Documents, including


  
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without limitation, rights granted to the Lenders under §4.8, §4.9, §4.10 and §13, (c) such participation shall not entitle the participant to the right to approve
waivers, amendments or modifications, (d) such participant shall have no direct rights against the Borrower, (e) such sale is effected in accordance with all Applicable Laws, and (f) such participant shall not be a Person controlling,
controlled by or under common control with, or which is not otherwise free from influence or control by the Borrower and/or any Guarantor and shall not be a Defaulting Lender or an Affiliate of a Defaulting Lender; provided, however,
such Lender may agree with the participant that it will not, without the consent of the participant, agree to (i) increase, or extend the term or extend the time or waive any requirement for the reduction or termination of, such Lender’s
Commitment, (ii) extend the date fixed for the payment of principal of or interest on the Loans or portions thereof owing to such Lender (other than pursuant to an extension of the Revolving Credit Maturity Date or Term Loan Maturity Date, as
applicable, pursuant to §2.12), (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon or (v) release any Guarantor or any material Collateral (except as otherwise
permitted under this Agreement). Any Lender which sells a participation shall , acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts
(and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the
Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such
disclosure is necessary to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent
manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt,
the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. 
 §18.5 Pledge by
Lender. Any Lender may at any time pledge all or any portion of its interest and rights under this Agreement (including all or any portion of its Note) to any of the twelve Federal Reserve Banks organized under Section 4 of the Federal
Reserve Act, 12 U.S.C. §341, any other central bank having jurisdiction over such Lender, or to such other Person as the Agent may approve to secure obligations of such Lender. No such pledge or the enforcement thereof shall release the pledgor
Lender from its obligations hereunder or under any of the other Loan Documents. 
 §18.6 No Assignment by Borrower. The Borrower
shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each of the Lenders. 

§18.7 Disclosure. The Borrower agrees to promptly cooperate with any Lender in connection with any proposed assignment or
participation of all or any portion of its Commitment. The Borrower agrees that in addition to disclosures made in accordance with standard banking practices any Lender may disclose information obtained by such Lender pursuant to this Agreement to
assignees or participants and potential assignees or participants hereunder. Each Lender agrees for itself that it shall use reasonable efforts in accordance with its 

  
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customary procedures to hold confidential all non-public information obtained from the Borrower or any Guarantor that has been identified in writing as confidential by any of them, and shall use
reasonable efforts in accordance with its customary procedures to not disclose such information to any other Person, it being understood and agreed that, notwithstanding the foregoing, a Lender may make (a) disclosures to its participants
(provided such Persons are advised of the provisions of this §18.7), (b) disclosures to its directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors of such Lender (provided that
such Persons who are not employees of such Lender are advised of the provision of this §18.7), (c) disclosures customarily provided or reasonably required by any potential or actual bona fide assignee, transferee or participant or their
respective directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors in connection with a potential or actual assignment or transfer by such Lender of any Loans or any participations therein
(provided such Persons are advised of the provisions of this §18.7), (d) disclosures to bank regulatory authorities or self-regulatory bodies with jurisdiction over such Lender, or (e) disclosures required or requested by any other
Governmental Authority or representative thereof or pursuant to legal process; provided that, unless specifically prohibited by Applicable Law or court order, each Lender shall notify the Borrower of any request by any Governmental Authority or
representative thereof prior to disclosure (other than any such request in connection with any examination of such Lender by such Governmental Authority) for disclosure of any such non-public information prior to disclosure of such information. In
addition, each Lender may make disclosure of such information to any contractual counterparty in swap agreements or such contractual counterparty’s professional 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 the Guarantors, or is disclosed with the prior approval of the Borrower. Nothing herein shall prohibit the disclosure of non-public information to the extent necessary
to enforce the Loan Documents. 
 §18.8 Mandatory Assignment. In the event the Borrower requests that certain amendments,
modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by the Majority Lenders, but is not approved
by one or more of the Lenders (any such non-consenting Lender shall hereafter be referred to as the “Non-Consenting Lender”), then, within thirty (30) Business Days after the Borrower’s receipt of notice of such disapproval by
such Non-Consenting Lender, the Borrower shall have the right as to such Non-Consenting Lender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Lender within thirty (30) Business Days of receipt of
such notice, to elect to cause the Non-Consenting Lender to transfer its Commitment. The Agent shall promptly notify the remaining Lenders that each of such Lenders shall have the right, but not the obligation, to acquire a portion of the
Commitment, pro rata based upon their relevant 

  
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Commitment Percentages, of the Non-Consenting Lender (or if any of such Lenders does not elect to purchase its pro rata share, then to such remaining Lenders in such proportion as approved by the
Agent). In the event that the Lenders do not elect to acquire all of the Non-Consenting Lender’s Commitment, then the Agent shall endeavor to find a new Lender or Lenders to acquire such remaining Commitment. Upon any such purchase of the
Commitment of the Non-Consenting Lender, the Non-Consenting Lender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Lender shall promptly
execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit L and such
Non-Consenting Lender’s original Note. Notwithstanding anything in this §18.8 to the contrary, any Lender or other Lender assignee acquiring some or all of the assigned Commitment of the Non-Consenting Lender must consent to the proposed
amendment, modification or waiver. The purchase price for the Non-Consenting Lender’s Commitment shall equal any and all amounts outstanding and owed by Borrower to the Non-Consenting Lender, including principal and all accrued and unpaid
interest or fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Lender’s Commitment
(provided that the Borrower may pay to such Non-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender). 

§18.9 Amendments to Loan Documents. Upon any such assignment, the Borrower and the Guarantors shall, upon the request of the Agent,
enter into such documents as may be reasonably required by the Agent to modify the Loan Documents to reflect such assignment. 
 §18.10
Titled Agents. The Titled Agents shall not have any additional rights or obligations under the Loan Documents, except for those rights, if any, as a Lender. 

§19. NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATIONS. 

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

KeyBank National Association 

4910 Tiedeman Road, 3rd Floor 

Brooklyn, Ohio 44144 
 Attn:
Real Estate Capital Services 

  
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 With a copy to: 

KeyBank National Association 

1200 Abernathy Road, N.E., Suite 1550 

Atlanta, Georgia 30328 
 Attn:
Mr. Daniel Stegemoeller 
 Telecopy No.: (770) 510-2195 

and 
 Dentons US LLP 

Suite 5300 
 303 Peachtree
Street, N.E. 
 Atlanta, Georgia 30308 

Attn: William F. Timmons, Esq. 

Telecopy No.: (404) 527-4198 

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

4890 West Kennedy Blvd., Suite 650 

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

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

3343 Peachtree Road, NE 

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

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

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

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

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

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

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

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

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

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

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

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

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

  
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 §27. CONSENTS, AMENDMENTS, WAIVERS, ETC. 

Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Agreement may be given, and any
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 Majority Lenders. Notwithstanding the foregoing, no modification
or waiver of the definition of Pool Availability may occur without the written consent of Agent and the Required Lenders. Notwithstanding the foregoing, no modification or waiver of any of the covenants set forth in §8.7 or §9.1-§9.12
may occur without the written consent of the Required Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly 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 §2.11 and §18.1); (c) a forgiveness, reduction or waiver of the principal of any
unpaid Loan or any interest thereon (other than a reduction or waiver of default interest) or fee payable under the Loan Documents; (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 or Term Loan Maturity Date, as applicable (except, in each case, as provided in §2.12); (g) a change in the manner of
distribution of any payments to the Lenders or the Agent; (h) the removal of any Pool Properties from the calculation of Pool Availability except as provided in this Agreement, or the release of the Borrower, any Guarantor or any Collateral
except as otherwise provided in this Agreement; (i) an amendment of the definition of Majority Lenders, Majority Revolving Credit Lenders or 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 Revolving Credit Loan made by the Borrower other than based on its Revolving Credit Commitment Percentage; (k) an amendment to this §27; or (l) an amendment
of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders, the Required Lenders, the Majority Lenders or the Majority Revolving Credit 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, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. 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 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 

  
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any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. The Borrower agrees to enter into such modifications or amendments of this
Agreement or the other Loan Documents as reasonably may be requested by KeyBank and the Joint Arrangers and Bookrunners in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or
increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any
Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. 

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

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

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

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

  
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 §32. NO THIRD PARTIES BENEFITED. 

This Agreement and the other Loan Documents are made and entered into for the sole protection and legal benefit of the Borrower, the
Guarantors, the Lenders, the Agent, the Joint Arrangers and Bookrunners and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this Agreement or any of the other Loan Documents. All conditions to the performance of the obligations of the Agent and the Lenders under this Agreement, including the obligation to make Loans and issue Letters of Credit, are
imposed solely and exclusively for the benefit of the Agent and the Lenders and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that the Agent and the Lenders
will refuse to make Loans or issue Letters of Credit in the absence of strict compliance with any or all thereof and no other Person shall, under any circumstances, be deemed to be a beneficiary of such conditions, any and all of which may be freely
waived in whole or in part by the Agent and the Lenders at any time if in their sole discretion they deem it desirable to do so. In particular, the Agent and the Lenders make no representations and assume no obligations as to third parties
concerning the quality of any construction by the Borrower or any of its Subsidiaries of any development or the absence therefrom of defects. 
 §33.
PATRIOT ACT. 
 Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that, pursuant to the
requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes names and addresses and other information that will allow such Lender or the Agent, as applicable, to
identify the Borrower in accordance with the Patriot Act. 
 [remainder of page intentionally left blank] 

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

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

		 	Name:	 	Todd Sakow
		 	Title:	 	Chief Financial Officer


 (SEAL) 

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Second Amended and Restated Credit Agreement 








 
			
	AGENT AND LENDERS:
	
	KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Agent
		
	By:	 	 /s/ Kristin Centracchio

	Name:	 	Kristin Centracchio
	Title:	 	Vice President


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Second Amended and Restated Credit Agreement 








 
			
	SUNTRUST BANK, individually as a Lender and as Syndication Agent
		
	By:	 	 /s/ Danny Stover

	Name:	 	Danny Stover
	Title:	 	First Vice President


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Second Amended and Restated Credit Agreement 








 
			
	CAPITAL ONE, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Nathan Brenneman

	Name:	 	Nathan Brenneman
	Title:	 	Senior Director


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Second Amended and Restated Credit Agreement 








 
			
	TEXAS CAPITAL BANK, N.A.
		
	By:	 	 /s/ Brett Walker

	Name:	 	Brett Walker
	Title:	 	Senior Vice President


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Second Amended and Restated Credit Agreement 








 
			
	CADENCE BANK, N.A.
		
	By:	 	 /s/ Drew Healy

	Name:	 	Drew Healy
	Title:	 	Senior Vice President


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Second Amended and Restated Credit Agreement 








 
			
	SYNOVUS BANK
		
	By:	 	 /s/ David W. Bowman

	Name:	 	David W. Bowman
	Title:	 	Director


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Second Amended and Restated Credit Agreement 








 
			
	WOODFOREST NATIONAL BANK, a national banking association
		
	By:	 	 /s/ John Ellis

	Name:	 	John Ellis
	Title:	 	SVP


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Second Amended and Restated Credit Agreement 








 
			
	USAMERIBANK
		
	By:	 	 /s/ Ronald L. Ciganek

	Name:	 	Ronald L. Ciganek
	Title:	 	Senior Vice President


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Second Amended and Restated Credit Agreement 








 
			
	RENASANT BANK
		
	By:	 	 /s/ Craig Gardella

	Name:	 	Craig Gardella
	Title:	 	EVP



  
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Second Amended and Restated Credit Agreement 








 EXHIBIT A 

FORM OF AMENDED AND RESTATED REVOLVING CREDIT NOTE 
  

			
	$______________	  	_____________, 20__

 FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to
            (“Payee”), or order, in accordance with the terms of that certain Second Amended and Restated Credit Agreement, dated as of December 22, 2015, as from time to
time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving
Credit Maturity Date, the principal sum of             ($            ), or such amount as may be advanced by the Payee under the
Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount
which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest
and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the
prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. 

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

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

  
 A-1 








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

The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate
the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise
provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. 
 This
Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Original Credit Agreement. This Note
is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby. 

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

 

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

		 	Name:	 	  

		 	Title:	 	  



 (SEAL) 
  

  
 A-2 








 EXHIBIT B 

FORM OF AMENDED AND RESTATED SWING LOAN NOTE 
  

			
	$    ,000,000.00	  	_____________, 20__

 FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to
            (“Payee”), or order, in accordance with the terms of that certain Second Amended and Restated Credit Agreement, dated as of December 22, 2015, as from time to
time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving
Credit Maturity Date, the principal sum of             Million and No/100 Dollars ($    ,000,000.00), or such amount as may be advanced by the Payee under the Credit
Agreement as a Swing Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at
all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late
charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in
full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. 

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

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

  
 B-1 








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

The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate
the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise
provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. 
 This
Note is delivered in amendment and restatement of the “Swing Loan Note” as such term is defined in the Original Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due
under the Credit Agreement or the obligations evidenced thereby. 
 IN WITNESS WHEREOF, the undersigned has by its duly authorized officer
executed this Note on the day and year first above written. 
  

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

		 	Name:	 	  

		 	Title:	 	  



 (SEAL) 
  

  
 B-2 








 EXHIBIT C 

FORM OF TERM LOAN NOTE 
  

			
	$    ,000,000.00	  	_____________, 20__

 FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to
            (“Payee”), or order, in accordance with the terms of that certain Second Amended and Restated Credit Agreement, dated as of December 22, 2015, as from time to
time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Term Loan
Maturity Date, the principal sum of             Million and No/100 Dollars ($    ,000,000.00), or such amount as may be advanced by the Payee under the Credit Agreement
as a Term Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be
equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the
rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof.
Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. 
 Payments
hereunder shall be made to the Agent for the Payee at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other address as Agent may designate from time to time. 

This Term Loan Note (this “Note”) is one of one or more Term Loan Notes evidencing borrowings under and is entitled to the benefits
and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Term Loan Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in
the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. 
 Notwithstanding
anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason
of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest
would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive
anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the
payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the 

  
 C-1 








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

The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate
the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise
provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. 
 IN
WITNESS WHEREOF, the undersigned has by its duly authorized officer executed this Note on the day and year first above written. 
  

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

		 	Name:	 	  

		 	Title:	 	  

			
		 		 	                    (SEAL)



  
 C-2 








 EXHIBIT D 

[INTENTIONALLY OMITTED] 

  
 D-1 








 EXHIBIT E 

FORM OF JOINDER AGREEMENT 

THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of
            , 20        , by             , a
            (“Joining Party”), and delivered to KeyBank National Association, as Agent, pursuant to §5.5 of that certain Second Amended and Restated Credit Agreement dated as
of December 22, 2015, as from time to time in effect (the “Credit Agreement”), by and among Carter Validus Operating Partnership II, LP (the “Borrower”), KeyBank National Association, for itself and as Agent, and the other
Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement. 

RECITALS 

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

 AGREEMENT 

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

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

  
 E-1 








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

4. Further Assurances. Joining Party agrees to execute and deliver such other instruments and documents and take such other action, as
the Agent may reasonably request, in connection with the transactions contemplated by this Joinder Agreement. 
 5. GOVERNING
LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 6. Counterparts. This Joinder Agreement may be executed in any number of counterparts which shall together constitute but one
and the same agreement. 
 7. The effective date (the “Effective Date”) of this Joinder Agreement is
            , 201        . 
 IN WITNESS
WHEREOF, Joining Party has executed this Joinder Agreement under seal as of the day and year first above written. 
  

					
	“JOINING PARTY”	 	
		
	  
	 	, a
	  
	 	
		
	By:	 	  

	Name:	 	  

	Title:	 	  

			
		 	[SEAL]	 	


  

			
	ACKNOWLEDGED:
	
	KEYBANK NATIONAL ASSOCIATION, as Agent
		
	By:	 	  

		
	Its:	 	  



  
 E-2 








 EXHIBIT F 

INTENTIONALLY OMITTED 

  
 F-1 








 EXHIBIT G 

[INTENTIONALLY OMITTED] 

  
 G-1 








 EXHIBIT H 

FORM OF REQUEST FOR REVOLVING CREDIT LOAN 

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

 Ladies and Gentlemen: 
 Pursuant to the
provisions of §2.7 of that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015 (as the same may hereafter be amended, the “Credit Agreement”), by and among Carter Validus Operating Partnership II,
LP (the “Borrower”), KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto, the undersigned Borrower hereby requests and certifies as follows: 

1. Revolving Credit Loan. The undersigned Borrower hereby requests a [Revolving Credit Loan under §2.1] [Swing Loan under
§2.5] of the Credit Agreement: 
 Principal Amount: $             

Type (LIBOR Rate, Base Rate): 

Drawdown Date: 
 Interest Period
for Revolving Credit LIBOR Rate Loans: 
 by credit to the general account of the Borrower with the Agent at the Agent’s Head Office. 

[If the requested Loan is a Swing Loan and the Borrower desires for such Loan to be a Revolving Credit LIBOR Rate Loan following its
conversion as provided in §2.5(d), specify the Interest Period following conversion:            ] 

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

3. No Default. The undersigned chief executive officer, president, chief financial officer or chief accounting officer of Borrower
certifies on behalf of Borrower (and not in his individual capacity) that the Borrower and the Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of the Loan requested hereby and no
Default or Event of Default has occurred and is continuing. Attached hereto is a Pool Certificate setting forth a calculation of the Pool Availability after giving effect to the Loan requested hereby. No condemnation proceedings are pending or, to
the undersigned’s knowledge, threatened against any Pool Property. 

  
 H-1 








 4. Representations True. The undersigned chief executive officer, president, chief
financial officer or chief accounting officer of the Borrower certifies, represents and agrees on behalf of the Borrower (and not in his individual capacity) that each of the representations and warranties made by or on behalf of the Borrower, the
Guarantors or their respective Subsidiaries, contained in the Credit Agreement, in the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement was true in all material respects as of the
date on which it was made and, is true in all material respects as of the date hereof and shall also be true at and as of the Drawdown Date for the Loan requested hereby, with the same effect as if made at and as of such Drawdown Date, except to the
extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of
such specified date). 
 5. Other Conditions. The undersigned chief executive officer, president, chief financial officer or chief
accounting officer of the Borrower certifies, represents and agrees on behalf of the Borrower (and not in his individual capacity) that all other conditions to the making of the Loan requested hereby set forth in the Credit Agreement have been
satisfied or waived in writing. 
 6. Definitions. Terms defined in the Credit Agreement are used herein with the meanings so defined.

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

 

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

		 	Name:	 	  

		 	Title:	 	  

	
	(SEAL)



  
 H-2 








 EXHIBIT I 

FORM OF LETTER OF CREDIT REQUEST 

[DATE] 
 KeyBank National
Association, as Agent 
 4910 Tiedeman Road, 3rd Floor 

Brooklyn, Ohio 44144 
 Attn: Real Estate Capital Services 

 

	 	Re:	Letter of Credit Request under Second Amended and Restated Credit 

 Agreement dated as
of December             , 2015 
 Ladies and Gentlemen: 

Pursuant to §2.10 of that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015, by and among you,
certain other Lenders and Carter Validus Operating Partnership II, LP (the “Borrower”), as amended from time to time (the “Credit Agreement”), we hereby request that you issue a Letter of Credit as follows: 

(i) Name and address of beneficiary: 

(ii) Face amount: $ 
 (iii)
Proposed Issuance Date: 
 (iv) Proposed Expiration Date: 

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

(vi) Purpose of Letter of Credit: 

This Letter of Credit Request is submitted pursuant to, and shall be governed by, and subject to satisfaction of, the terms, conditions and
provisions set forth in §2.10 of the Credit Agreement. 
 The undersigned chief executive officer, president, chief financial officer
or chief accounting officer of the Borrower certifies on behalf of the Borrower (and not in his individual capacity) 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 Pool Certificate setting forth a calculation of the Pool Availability after giving effect to the Letter of Credit requested
hereby. No condemnation proceedings are pending or, to the undersigned’s knowledge, threatened against any Pool Property. 

  
 I-1 








 We also understand that if you grant this request this request obligates us to accept the
requested Letter of Credit and pay the issuance fee and Letter of Credit fee as required by §2.10(e). All capitalized terms defined in the Credit Agreement and used herein without definition shall have the meanings set forth in §1.1 of the
Credit Agreement. 
 The undersigned chief executive officer, president, chief financial officer or chief accounting officer of the Borrower
certifies, represents and agrees on behalf of the Borrower (and not in his individual capacity) that each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or their respective Subsidiaries, contained in the
Credit Agreement, in the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement was true in all material respects as of the date on which it was made, is true as of the date hereof and
shall also be true at and as of the proposed issuance date of the Letter of Credit requested hereby, with the same effect as if made at and as of the proposed issuance date, except to the extent of changes resulting from transactions permitted by
the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date). 

 

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

		 	Name:	 	  

		 	Title:	 	  

	
	(SEAL)



  
 I-2 








 EXHIBIT J 

FORM OF POOL CERTIFICATE 
 KeyBank
National Association, as Agent 
 1200 Abernathy Road, N.E. 

Suite 1550 
 Atlanta, Georgia 30328 

Attn: Kristin Centracchio 
 Ladies and Gentlemen: 

Reference is made to that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015 (as the same may hereafter be
amended, the “Credit Agreement”) by and among Carter Validus Operating Partnership II, LP (the “Borrower”), KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto. Terms
defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement. 
 Pursuant to the
Credit Agreement, the REIT, on the Borrower’s behalf, is furnishing to you herewith this Pool Certificate and supporting calculations and information. The information presented herein has been prepared in accordance with the requirements of the
Credit Agreement. 
 The undersigned is providing the attached information to demonstrate the components of the Pool and the calculation of
the Pool Availability. All Pool Properties included in the calculation of the Pool Availability satisfy the requirements of the Credit Agreement to be included therein. 

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

 

			
	CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  

	
	(SEAL)



  
 J-1 








 POOL AVAILABILITY WORKSHEET 

  
 J-2 








 EXHIBIT K 

FORM OF COMPLIANCE CERTIFICATE 

KeyBank National Association, as Agent 
 1200 Abernathy Road N.E.

 Suite 1550 
 Atlanta, Georgia 30328 

Attn: Daniel Stegemoeller 
 Ladies and Gentlemen: 

Reference is made to that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015 (as the same may hereafter be
amended, the “Credit Agreement”) by and among Carter Validus Operating Partnership II, LP (the “Borrower”), KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto. Terms
defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement. 
 Pursuant to the
Credit Agreement, the REIT is furnishing to you herewith (or has most recently furnished to you) the consolidated financial statements of the REIT for the fiscal period ended
            (the “Balance Sheet Date”). Such financial statements have been prepared in accordance with GAAP and present fairly the consolidated financial position of the REIT at
the date thereof and the results of its operations for the periods covered thereby. 
 This certificate is submitted in compliance with
requirements of §2.11(d)(iv), §5.3(d), §5.4(b), §7.4(c), §10.12 or §11.3 of the Credit Agreement, as applicable. If this certificate is provided under a provision other than §7.4(c), the calculations provided below
are made using the consolidated financial statements of the REIT as of the Balance Sheet Date adjusted in the best good faith estimate of the REIT to give effect to the making of a Loan, issuance of a Letter of Credit, acquisition or disposition of
property or other event that occasions the preparation of this certificate; and the nature of such event and the estimate of the REIT of its effects are set forth in reasonable detail in an attachment hereto. The undersigned officer is the chief
financial officer or chief accounting officer of the REIT. 
 The undersigned representative has caused the provisions of the Loan Documents
to be reviewed and has no knowledge of any Default or Event of Default. (Note: If the signer does have knowledge of any Default or Event of Default, the form of certificate should be revised to specify the Default or Event of Default, the nature
thereof and the actions taken, being taken or proposed to be taken by the Borrower with respect thereto.) 
 The undersigned is providing
the attached information to demonstrate compliance as of the date hereof with the covenants described in the attachment hereto. 

  
 K-1 








 IN WITNESS WHEREOF, the undersigned has duly executed this Compliance Certificate on behalf of
the REIT (and not in his individual capacity) this             day of             , 201    . 

 

			
	CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  




  
 K-2 








 APPENDIX TO COMPLIANCE CERTIFICATE 

  
 K-3 








 WORKSHEET 

GROSS ASSET VALUE* 

  
 K-4 








 EXHIBIT L 

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT 

THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Agreement”) dated
            , by and between             (“Assignor”), and
            (“Assignee”). 
 W I T N E S S E T H: 

WHEREAS, Assignor is a party to that certain Second Amended and Restated Credit Agreement, dated December 22, 2015, as, by and
among CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (“Borrower”), the other lenders that are or may become a party thereto, and KEYBANK NATIONAL ASSOCIATION, individually and as Agent (as amended
from time to time, the “Credit Agreement”); and 
 WHEREAS, Assignor desires to transfer to Assignee [Describe Assigned
Commitment] under the Credit Agreement and its rights with respect to the Commitment assigned and its Outstanding Loans with respect thereto; 

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable considerations, the
receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows: 
 1. Definitions. Terms
defined in the Credit Agreement and used herein without definition shall have the respective meanings assigned to such terms in the Credit Agreement. 

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

(b) Assignee, subject to the terms and conditions hereof, hereby assumes all obligations of Assignor with respect to the Assigned Interests
from and after the Assignment Date as if Assignee were an original Lender under and signatory to the Credit Agreement, which 

  
 L-1 








 
obligations shall include, but shall not be limited to, the obligation to make [Revolving Credit] [Term] Loans to the Borrower with respect to the Assigned Interests and to indemnify the
Agent as provided therein (such obligations, together with all other obligations set forth in the Credit Agreement and the other Loan Documents are hereinafter collectively referred to as the “Assigned Obligations”). Assignor shall have no
further duties or obligations with respect to, and shall have no further interest in, the Assigned Obligations or the Assigned Interests. 

3. Representations and Requests of Assignor. 

(a) Assignor represents and warrants to Assignee (i) that it is legally authorized to, and has full power and authority to, enter into
this Agreement and perform its obligations under this Agreement; (ii) that as of the date hereof, before giving effect to the assignment contemplated hereby the principal face amount of Assignor’s [Revolving Credit] [Term Loan] Note is
$            and the aggregate outstanding principal balance of the [Revolving Credit] [Term] Loans made by it equals
$            , and (iii) that it has forwarded to the Agent the [Revolving Credit] [Term Loan] Note held by Assignor. Assignor makes no representation or warranty, express or
implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness or sufficiency of any Loan
Document or any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability of the Loans, the continued solvency of the Borrower or the continued existence, sufficiency or value of any Pool Properties,
the Collateral or any assets of the Borrower which may be realized upon for the repayment of the Loans, or the performance or observance by the Borrower of any of its obligations under the Loan Documents to which it is a party or any other
instrument or document delivered or executed pursuant thereto or in connection with the Loan; other than that it is the legal and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such interests
are free and clear of any adverse claim. 
 (b) Assignor requests that the Agent obtain replacement Revolving Credit Notes or Term Loan
Notes, as applicable, for each of Assignor and Assignee as provided in the Credit Agreement. 
 4. Representations of Assignee.
Assignee makes and confirms to the Agent, Assignor and the other Lenders all of the representations, warranties and covenants of a Lender under Articles 14 and 18 of the Credit Agreement. Without limiting the foregoing, Assignee
(a) represents and warrants that it is legally authorized to, and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement; (b) confirms that it has received copies of such documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has and will, independently and without reliance upon Assignor, any other Lender or the Agent and based upon
such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrower and the Guarantors and the value of the assets of
the Borrower and the Guarantors, and taking or not taking action under the Loan Documents; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto
pursuant to the terms of the Loan Documents; (e) agrees that, by this Assignment, 

  
 L-2 








 
Assignee has become a party to and will perform in accordance with their terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender;
(f) represents and warrants that Assignee does not control, is not controlled by, is not under common control with and is otherwise free from influence or control by, the Borrower or REIT and is not a Defaulting Lender or Affiliate of a
Defaulting Lender, (g) represents and warrants that if Assignee is not incorporated under the laws of the United States of America or any State, it has on or prior to the date hereof delivered to Borrower and Agent certification as to its
exemption (or lack thereof) from deduction or withholding of any United States federal income taxes and (h) if Assignee is an assignee of any portion of the Revolving Credit Notes or the Term Loan Notes, Assignee has a net worth as of the date
hereof of not less than $100,000,000.00 unless waived in writing by Borrower and Agent as required by the Credit Agreement. Assignee agrees that Borrower may rely on the representation contained in Section 4(h). 

5. Payments to Assignor. In consideration of the assignment made pursuant to Paragraph 1 of this Agreement, Assignee agrees to pay to
Assignor on the Assignment Date, an amount equal to $            representing the aggregate principal amount outstanding of the [Revolving Credit] [Term] Loans owing to Assignor
under the Loan Agreement and the other Loan Documents with respect to the Assigned Interests. 
 6. Payments by Assignor. Assignor
agrees to pay the Agent on the Assignment Date the registration fee required by §18.2 of the Credit Agreement. 
 7.
Effectiveness. 
 (a) The effective date for this Agreement shall be
            (the “Assignment Date”). Following the execution of this Agreement, each party hereto shall deliver its duly executed counterpart hereof to the Agent for acceptance
and recording in the Register by the Agent. 
 (b) Upon such acceptance and recording and from and after the Assignment Date,
(i) Assignee shall be a party to the Credit Agreement and, to the extent of the Assigned Interests, have the rights and obligations of a Lender thereunder, and (ii) Assignor shall, with respect to the Assigned Interests, relinquish its
rights and be released from its obligations under the Credit Agreement. 
 (c) Upon such acceptance and recording and from and after the
Assignment Date, the Agent shall make all payments in respect of the rights and interests assigned hereby accruing after the Assignment Date (including payments of principal, interest, fees and other amounts) to Assignee. 

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

  
 L-3 








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

							
	 Notice Address:
	  	  
	  	
		  	  
	  	
		  	  
	  	
		  	  
	  	
		  	Attn:	  	  
	  	
		  	Facsimile:	  	

  

			
	 Domestic Lending Office:
	  	Same as above
		
	 Eurodollar Lending Office:
	  	Same as above

 9. Payment Instructions. All payments to Assignee under the Credit Agreement shall be made as provided
in the Credit Agreement in accordance with the separate instructions delivered to Agent. 
 10. GOVERNING LAW. THIS
AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

11. Counterparts. This Agreement may be executed in any number of counterparts which shall together constitute but one and the same
agreement. 
 12. Amendments. This Agreement may not be amended, modified or terminated except by an agreement in writing signed by
Assignor and Assignee, and consented to by Agent. 
 13. Successors. This Agreement shall inure to the benefit of the parties hereto
and their respective successors and assigns as permitted by the terms of Credit Agreement. 
 [signatures on following page] 

  
 L-4 








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

			
	 ASSIGNEE:

		
	 By:
	 	  

		 	    Title:
	
	 ASSIGNOR:

		
	 By:
	 	  

		 	    Title:


  

					
	 RECEIPT ACKNOWLEDGED AND

	 ASSIGNMENT CONSENTED TO BY:

	
	KEYBANK NATIONAL ASSOCIATION, as Agent
		
	 By:
	 	  

		 	Title:	 	
	
	 CONSENTED TO BY:1

	
	 CARTER VALIDUS OPERATING

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

		 	Name:	 	  

		 	Title:	 	  

	
	(SEAL)

  
  

	1 	Insert to extent required by Credit Agreement 


  
 L-5 








 EXHIBIT M 

FORM OF LETTER OF CREDIT APPLICATION 

[See Attached] 

  
 M-1 








 EXHIBIT N-1 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

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

Reference is made to that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Carter Validus Operating Partnership II, LP (the “Borrower”), the financial institutions party thereto and their assignees under
§18.1 thereof (the “Lenders”), KeyBank National Association, as Agent (the “Agent”) and the other parties thereto. 

Pursuant to the provisions of §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten
percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 

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

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

			
	 [NAME OF LENDER]

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  

	
	 Date:
                         , 20    




  
 N-1 








 EXHIBIT N-2 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

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

Reference is made to that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Carter Validus Operating Partnership II, LP (the “Borrower”), the financial institutions party thereto and their assignees under
§18.1 thereof (the “Lenders”), KeyBank National Association, as Agent (the “Agent”) and the other parties thereto. 

Pursuant to the provisions of §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within
the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 

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

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

			
	 [NAME OF PARTICIPANT]

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  

	
	 Date:
                         , 20    




  
 N-2 








 EXHIBIT N-3 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

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

Reference is made to that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Carter Validus Operating Partnership II, LP (the “Borrower”), the financial institutions party thereto and their assignees under
§18.1 thereof (the “Lenders”), KeyBank National Association, as Agent (the “Agent”) and the other parties thereto. 

Pursuant to the provisions of §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of
the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor
any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its
direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to
the Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished its participating Lender with IRS Form
W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such
partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payments. 
 Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	  

[NAME OF PARTICIPANT]

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  

	
	 Date:
                         , 20    




  
 N-3 








 EXHIBIT N-4 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

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

Reference is made to that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Carter Validus Operating Partnership II, LP (the “Borrower”), the financial institutions party thereto and their assignees under
§18.1 thereof (the “Lenders”), KeyBank National Association, as Agent (the “Agent”) and the other parties thereto. 

Pursuant to the provisions of §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of
the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing
such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan
agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the
meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 

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

			
	  

[NAME OF LENDER]

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  

	
	 Date:
                         , 20    




  
 N-4 








 SCHEDULE 1.1 

TOTAL REVOLVING CREDIT COMMITMENT 
  

									
	 Name and Address
	  	Revolving Credit
Commitment	 	  	Revolving Credit
Commitment Percentage	 
	 KeyBank National Association

1200 Abernathy Road, Suite 1550

Atlanta, Georgia 30328

Attention: Daniel Stegemoeller

Telephone: 770-510-2102

Facsimile: 770-510-2195
	  	$	45,285,000.00	  	  	 	18.86792	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 SunTrust Bank

8330 Boone Boulevard, Suite 800

Vienna, Virginia 22812

Attn: Nancy B. Richards

Telephone: 703-442-1557

Facsimile: 703-442-1570
	  	$	45,285,000.00	  	  	 	18.86792	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 Capital One, National Association

4445 Willard Ave, 6th Floor

Chevy Chase, Maryland 20815

Attn: Nathan Brenneman

Telephone: 301-280-0215

Telecopy: 301-280-0299
	  	$	31,700,000.00	  	  	 	13.20755	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 Texas Capital Bank, N.A.

2000 McKinney Avenue, Suite 700

Dallas, Texas 75201

Attention: Rob Delph

Telephone: 214-932-6607

Facsimile: 214-932-6864
	  	$	31,700,000.00	  	  	 	13.20755	% 
	 LIBOR Lending Office

Same as Above
	  				  			


  
 Schedule 1.1 - Page-1










									
	 Name and Address
	  	Revolving Credit
Commitment	 	  	Revolving Credit
Commitment Percentage	 
	 Cadence Bank, N.A.

102 Woodmont Boulevard, Suite 243

Nashville, Tennessee 37205

Attn: Andrew Warfield

Telephone: 615-345-0208

Facsimile:
                    
	  	$	27,170,000.00	  	  	 	11.32075	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 Synovus Bank

800 Shades Creek Parkway

Birmingham, Alabama 35209

Attention: Virgie Johnson

Telephone: 205-868-4840

Facsimile: 205-868-4749
	  	$	22,640,000.00	  	  	 	9.43396	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 Woodforest National Bank

1599 Lake Robbins Dr., Suite 100

The Woodlands, Texas 77380

Attention: John Ellis SVP and

                  Jacob
McGee AVP
 Telephone: 832-375-2368 (Ellis)

                  
832-375-2601 (McGee)
 Facsimile: 832-375-3368 (Ellis)

                  
832-375-3601 (McGee)
	  	$	18,100,000.00	  	  	 	7.54717	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 USAmeriBank

113 E. Whiting Street

Tampa, Florida 33602

Attention: Richard P. LeComte

Telephone: 813-347-4708

Facsimile: 813-418-4051
	  	$	9,060,000.00	  	  	 	3.77358	% 


  
 Schedule 1.1 - Page-2










									
	 Name and Address
	  	Revolving Credit
Commitment	 	  	Revolving Credit
Commitment Percentage	 
	 LIBOR Lending Office

Same as Above
	  				  			
	 Renasant Bank

1820 West End Avenue

Nashville, Tennessee 37203

Attention: Craig Gardella, EVP

Telephone: 615-234-1625

Facsimile: 615-340-3027
	  	$	9,060,000.00	  	  	 	3.77358	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 TOTAL
	  	$	240,000,000.00	  	  	 	100	% 


  
 Schedule 1.1 - Page-3









 TOTAL TERM LOAN COMMITMENT 

 

									
	 Name and Address
	  	Term Loan Commitment	 	  	Term Loan
Commitment Percentage	 
	 KeyBank National Association

1200 Abernathy Road, Suite 1550

Atlanta, Georgia 30328

Attention: Daniel Stegemoeller

Telephone: 770-510-2102

Facsimile: 770-510-2195
	  	$	4,715,000.00	  	  	 	18.86792	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 SunTrust Bank

8330 Boone Boulevard, Suite 800

Vienna, Virginia 22812

Attn: Nancy B. Richards

Telephone: 703-442-1557

Facsimile: 703-442-1570
	  	$	4,715,000.00	  	  	 	18.86792	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 Capital One, National Association

4445 Willard Ave, 6th Floor

Chevy Chase, Maryland 20815

Attn: Nathan Brenneman

Telephone: 301-280-0215

Telecopy: 301-280-0299
	  	$	3,300,000.00	  	  	 	13.20755	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 Texas Capital Bank, N.A.

2000 McKinney Avenue, Suite 700

Dallas, Texas 75201

Attention: Rob Delph

Telephone: 214-932-6607

Facsimile: 214-932-6864
	  	$	3,300,000.00	  	  	 	13.20755	% 
	 LIBOR Lending Office

Same as Above
	  				  			


  
 Schedule 1.1 - Page-4










									
	 Name and Address
	  	Term Loan Commitment	 	  	Term Loan
Commitment Percentage	 
	 Cadence Bank, N.A.

102 Woodmont Boulevard, Suite 243

Nashville, Tennessee 37205

Attn: Andrew Warfield

Telephone: 615-345-0208

Facsimile:
                    
	  	$	2,830,000.00	  	  	 	11.32075	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 Synovus Bank

800 Shades Creek Parkway

Birmingham, Alabama 35209

Attention: Virgie Johnson

Telephone: 205-868-4840

Facsimile: 205-868-4749
	  	$	2,360,000.00	  	  	 	9.43396	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 Woodforest National Bank

1599 Lake Robbins Dr., Suite 100

The Woodlands, Texas 77380

Attention: John Ellis SVP and

                  Jacob
McGee AVP
 Telephone: 832-375-2368 (Ellis)

                  
832-375-2601 (McGee)
 Facsimile: 832-375-3368 (Ellis)

                  
832-375-3601 (McGee)
	  	$	1,900,000.00	  	  	 	7.54717	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 USAmeriBank

113 E. Whiting Street

Tampa, Florida 33602

Attention: Richard P. LeComte

Telephone: 813-347-4708

Facsimile: 813-418-4051
	  	$	940,000.00	  	  	 	3.77358	% 


  
 Schedule 1.1 - Page-5










									
	 Name and Address
	  	Term Loan Commitment	 	  	Term Loan
Commitment Percentage	 
	 LIBOR Lending Office

Same as Above
	  				  			
	 Renasant Bank

1820 West End Avenue

Nashville, Tennessee 37203

Attention: Craig Gardella, EVP

Telephone: 615-234-1625

Facsimile: 615-340-3027
	  	$	940,000.00	  	  	 	3.77358	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 TOTAL
	  	$	25,000,000.00	  	  	 	100	% 


  
 Schedule 1.1 - Page-6









 TOTAL COMMITMENT 
  


									
	 Name and Address
	  	Total Commitment	 	  	Commitment Percentage	 
	 KeyBank National Association

1200 Abernathy Road, Suite 1550

Atlanta, Georgia 30328

Attention: Daniel Stegemoeller

Telephone: 770-510-2102

Facsimile: 770-510-2195
	  	$	50,000,000.00.00	  	  	 	18.86792	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 SunTrust Bank

8330 Boone Boulevard, Suite 800

Vienna, Virginia 22812

Attn: Nancy B. Richards

Telephone: 703-442-1557

Facsimile: 703-442-1570
	  	$	50,000,000.00.00	  	  	 	18.86792	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 Capital One, National Association

4445 Willard Ave, 6th Floor

Chevy Chase, Maryland 20815

Attn: Nathan Brenneman

Telephone: 301-280-0215

Telecopy: 301-280-0299
	  	$	35,000,000.00.00	  	  	 	13.20755	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 Texas Capital Bank, N.A.

2000 McKinney Avenue, Suite 700

Dallas, Texas 75201

Attention: Rob Delph

Telephone: 214-932-6607

Facsimile: 214-932-6864
	  	$	35,000,000.00.00	  	  	 	13.20755	% 
	 LIBOR Lending Office

Same as Above
	  				  			


  
 Schedule 1.1 - Page-7










									
	 Name and Address
	  	Total Commitment	 	  	Commitment Percentage	 
	 Cadence Bank, N.A.

102 Woodmont Boulevard, Suite 243

Nashville, Tennessee 37205

Attn: Andrew Warfield

Telephone: 615-345-0208

Facsimile:
                    
	  	$	30,000,000.00	  	  	 	11.32075	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 Synovus Bank

800 Shades Creek Parkway

Birmingham, Alabama 35209

Attention: Virgie Johnson

Telephone: 205-868-4840

Facsimile: 205-868-4749
	  	$	25,000,000.00	  	  	 	9.43396	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 Woodforest National Bank

1599 Lake Robbins Dr., Suite 100

The Woodlands, Texas 77380

Attention: John Ellis SVP and

                  Jacob
McGee AVP
 Telephone: 832-375-2368 (Ellis)

                  
832-375-2601 (McGee)
 Facsimile: 832-375-3368 (Ellis)

                  
832-375-3601 (McGee)
	  	$	20,000,000.00	  	  	 	7.54717	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 USAmeriBank

113 E. Whiting Street

Tampa, Florida 33602

Attention: Richard P. LeComte

Telephone: 813-347-4708

Facsimile: 813-418-4051
	  	$	10,000,000.00	  	  	 	3.77358	% 
	 LIBOR Lending Office

Same as Above
	  				  			


  
 Schedule 1.1 - Page-8










									
	 Name and Address
	  	Total Commitment	 	  	Commitment Percentage	 
	 Renasant Bank

1820 West End Avenue

Nashville, Tennessee 37203

Attention: Craig Gardella, EVP

Telephone: 615-234-1625

Facsimile: 615-340-3027
	  	$	10,000,000.00	  	  	 	3.77358	% 
	 LIBOR Lending Office

Same as Above
	  				  			
	 TOTAL
	  	$	265,000,000.00	  	  	 	100	% 


  
 Schedule 1.1 - Page-9









 SCHEDULE 1.2 

SUBSIDIARY GUARANTORS 
 1. HC-11250
Fallbrook Drive, LLC, a Delaware limited liability company 
 2. HCII-5525 Marie Avenue, LLC, a Delaware limited liability company 

3. HCII-110 Charlois Boulevard, a Delaware limited liability company 

4. HCII-150 York Street, LLC, a Delaware limited liability company 

5. HCII-1800 Park Place Avenue, LLC, a Delaware limited liability company 

6. HCII-5100 Indian Creek Parkway, LLC, a Delaware limited liability company 

7. DCII-505 W. Merrill Street, LLC, a Delaware limited liability company 

8. HCII-30 Pinnacle Drive PA, LP, a Delaware limited partnership 

9. HCII-30 Pinnacle Drive, LLC, a Delaware limited liability company 

10. HCII-110 East Medical Center Blvd., LLC, a Delaware limited liability company 

11. HCII-15 Enterprise Drive, LLC, a Delaware limited liability company 

12. HCII-68 Cavalier Boulevard, LLC, a Delaware limited liability company 

13. HCII-107 First Park Drive, LLC, a Delaware limited liability company 

14. HCII-3590 Lucille Drive, LLC, a Delaware limited liability company 

15. HCII-237 William Howard Taft Road, LLC, a Delaware limited liability company 

16. HCII-2752 Century Boulevard PA, LP, a Delaware limited partnership 

17. HCII-2752 Century Boulevard, LLC, a Delaware limited liability company 

18. HCII-200 Memorial Drive, LLC, a Delaware limited liability company 

19. DCII-5400-5510 Feltl Road, LLC, a Delaware limited liability company 

20. HCII-2001 Hermann Drive, LLC, a Delaware limited liability company 

21. HCII-1131 Papillion Parkway, LLC, a Delaware limited liability company 

22. HCII-Heritage Park, LLC, a Delaware limited liability company 

  
 Schedule 1.2 - Page-1









 SCHEDULE 1.3 

INITIAL POOL PROPERTIES 
  

					
	 Property Owner
	  	 Name of Property
	  	 Address

	1. HC-11250 Fallbrook Drive, LLC	  	Cy-Fair Surgery Center	  	11250 Fallbrook Drive, Houston, TX
			
	2. HCII-5525 Marie Avenue, LLC	  	Mercy IMF	  	5525 Marie Avenue, Cincinatti, OH
			
	3. HCII-110 Charlois Boulevard	  	Penta IMF	  	110 Charlois Blvd., Winston-Salem, NC
			
	4. HCII-150 York Street, LLC	  	New England Sinai	  	150 York Street, Stoughton, MA
			
	5. HCII-1800 Park Place Avenue, LLC	  	Baylor MOB	  	1800 Park Place Avenue, Ft. Worth, TX
			
	6. HCII-5100 Indian Creek Parkway, LLC	  	Heartland Rehab	  	5100 Indian Creek Pkwy, Overland Park, KS
			
	7. DCII-505 W. Merrill Street, LLC	  	Online Tech Data Center	  	505 W. Merrill Street, Indianapolis, IN
			
	8. HCII-30 Pinnacle Drive PA, LP	  	Clarion IMF	  	30 Pinnacle Drive, Clarion, PA
			
	10. HCII-110 East Medical Center Blvd., LLC	  	Post-Acute Webster	  	110 East Medical Center Blvd., Webster, TX
			
	11. HCII-15 Enterprise Drive, LLC	  	CMK IMF Portfolio	  	15 Enterprise Drive, Augusta, ME
			
	12. HCII-68 Cavalier Boulevard, LLC	  	CMK IMF Portfolio	  	68 Cavalier Boulevard, Florence, KY
			
	13. HCII-107 First Park Drive, LLC	  	CMK IMF Portfolio	  	107 First Park Drive, Oakland, ME
			
	14. HCII-3590 Lucille Drive, LLC	  	CMK IMF Portfolio	  	3590 Lucille Drive, Columbia, OH
			
	15. HCII-237 William Howard Taft Road, LLC	  	CMK IMF Portfolio	  	237 William Howard Taft Road, Cincinnati, OH
			
	16. HCII-2752 Century Boulevard PA, LP	  	Reading Surgical Institute	  	2752 Century Blvd, Wyomissing, PA
			
	18. HCII-200 Memorial Drive, LLC	  	Post-Acute Warm Springs-Lulling	  	200 Memorial Drive, Lulling, TX
			
	19. DCII-5400-5510 Feltl Road, LLC	  	Feltl Road Data Center	  	5400-5510 Feltl Road, Minnetonka, MN
			
	20. HCII-2001 Hermann Drive, LLC	  	Houston Surgical Hospital and LTACH	  	2001 Hermann Drive, Houston, TX
			
	21. HCII-1131 Papillion Parkway, LLC	  	Old Mill Rehab	  	1131 Papillion Parkway, Omaha, NE
			
	22. HCII-Heritage Park, LLC	  	Heritage Park	  	3601 N. Calais Street and 1103 E. Sara Swamy Drive, Sherman, TX


  
 Schedule 1.3 - Page-1









 SCHEDULE 4.3 

ACCOUNTS 
  

	1)	KeyBank Collection Account 


	  	Carter Validus Operating Partnership II, LP 


	  	Account Number: 359681389383 


	  	Routing Number: 041001039 

  

	2)	KeyBank Cash Collateral Account 


	  	Carter Validus Operating Partnership II, LP 


	  	Account Number: 359681390159 


	  	Routing Number: 041001039 


  
 Schedule 4.3 - Page-1









 SCHEDULE 5.3 

ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTS 

With respect to any parcel of Real Estate of the Borrower or a Subsidiary Guarantor proposed to be included in the calculation of Pool Availability prior to
the Release of Security Date, each of the following: 
 (a) Description of Property. A narrative description and Borrower prepared
investment summary of the Real Estate, the improvements thereon and the tenants and Leases relating to such Real Estate. 
 (b) Security
Documents. Such Security Documents relating to such Equity Interests of such Guarantor, including any amendments to or additional Security Documents, in order to grant to the Agent, for the benefit of the Lenders, a first priority perfected lien
and security interest in such Equity Interests, Real Estate as the Agent shall in good faith require, duly executed and delivered by the respective parties thereto (which with respect to a Pool Property shall include the delivery to Agent of
certificates evidencing such Equity Interests together with such transfer powers or assignments as the Agent may reasonably require, and the Agent shall have recorded such UCC financing statements or amendments thereto reflecting such pledge as the
Agent may reasonably require). 
 (c) Authority Documents. Such organizational and formation documents of such Subsidiary Guarantor as
the Agent shall in good faith require. 
 (d) Enforceability Opinion. The favorable legal opinion of counsel to Borrower or such
Subsidiary Guarantor, from counsel reasonably acceptable to the Agent, addressed to the Lenders and the Agent covering the enforceability of such Security Documents, the perfection and priority of the liens created thereby and such other matters as
the Agent shall reasonably request. 
 (e) Perfection of Liens. Evidence reasonably satisfactory to the Agent that the Security
Documents are effective to create in favor of the Agent a legal, valid and enforceable first lien or security title and security interest in the Collateral subject thereto and that all filings, recordings, deliveries of instruments and other actions
necessary or desirable to protect and preserve such liens or security title or security interests have been duly effected. 
 (f) Survey
and Taxes. The Survey of such Real Estate and evidence of payment of all real estate taxes, assessments and municipal charges on such Real Estate which on the date of determination are required to have been paid under §7.8. 

(g) Title Insurance; Title Exception Documents. The Title Policy (or “marked” commitment/proforma policy for a Title Policy)
covering such Real Estate, including all endorsements thereto, and together with proof of payment of all fees and premiums for such policy, and true and accurate copies of all documents listed as exceptions under such policy. 

(h) Mezzanine Endorsement. If required by Agent, an ALTA Form 16-06 Mezzanine Financing endorsement or equivalent to the Title Policy
relating to such Eligible Real Estate in form and substance reasonably satisfactory to Agent, together with proof of payment of all premiums for such endorsement. 

  
 Schedule 5.3 - Page-1









 (i) UCC Certification. A certification from the Title Insurance Company, records search
firm, or counsel satisfactory to the Agent that a search of the appropriate public records disclosed no conditional sales contracts, security agreements, chattel mortgages, leases of personalty, financing statements or title retention agreements
which affect any property, rights or interests of the Borrower or such Subsidiary Guarantor except to the extent that the same are discharged and removed prior to or simultaneously with the inclusion of the Real Estate in the Pool Availability or
Equity Interests in the Collateral. 
 (j) Management Agreement. A true copy of the Management Agreement, if any, relating to such
Real Estate, which shall be in the form and substance reasonably satisfactory to the Agent and a subordination of the manager’s rights thereunder to the rights of Agent and the Lenders under the Loan Documents. 

(k) Leases. True copies of all Leases relating to such Real Estate together with Lease Summaries for all such Leases if available, and,
if required by Agent, a Rent Roll for such Real Estate certified by the Borrower or Subsidiary Guarantor as accurate and complete as of a recent date, each of which shall be in form and substance reasonably satisfactory to the Agent. 

(l) Lease Form. As required by the Agent, the form of Lease, if any, to be used by the Borrower or such Subsidiary Guarantor in
connection with future leasing of such Pool Property, which shall be in form and substance reasonably satisfactory to the Agent. 
 (m)
Pool Value. Any information required by the Agent to determine the Pool Value attributable to such Eligible Real Estate and compliance with §7.26. 

(n) Estoppel Certificates. Estoppel certificates from each Major Tenant, and from other tenants whose Leases (when taken with the Major
Leases) in the aggregate cover at least 75% of the net rentable area of such Real Estate, and from other tenants of such Real Estate as required by Agent, such certificates to be dated not more than thirty (30) days prior to the inclusion of
such Real Estate in the Collateral (unless extended in Agent’s reasonable discretion, but in any case, not to exceed 60 days), each such estoppel certificate to be in form and substance reasonably satisfactory to the Agent. 

(o) Certification Regarding Eligible Real Estate. A certification by Borrower as to the matters contained in §7.26(a)(i)-(vi). 

(p) Certificates of Insurance. Each of (i) a current certificate of insurance as to the insurance maintained by the Borrower or
such Subsidiary Guarantor and the applicable Operator on such Real Estate (including flood insurance if necessary) from the insurer or an independent insurance broker dated as of the date of determination, identifying insurers, types of insurance,
insurance limits, and policy terms; (ii) certified copies of all policies evidencing such insurance (or certificates therefor signed by the insurer or an agent authorized to bind the insurer); and (iii) such further information and
certificates from the Borrower or such Subsidiary Guarantor, its insurers and insurance brokers as the Agent may reasonably request, all of which shall be in compliance with the requirements of this Agreement. 

  
 Schedule 5.3 - Page-2









 (q) Property Condition Report. A property condition report from a firm of professional
engineers or architects selected by Borrower and reasonably acceptable to Agent (the “Inspector”) satisfactory in form and content to the Agent, dated not more than ninety (90) days prior to the inclusion of such Real Estate in the
calculation of Pool Availability, addressing such matters as the Agent may reasonably require. 
 (r) Hazardous Substance Assessments.
A hazardous waste site assessment report addressed to the Agent (or the subject of a reliance letter addressed to, and in a form reasonably satisfactory to, the Agent) concerning Hazardous Substances and asbestos on such Real Estate dated or updated
not more than ninety (90) days prior to the inclusion of such Real Estate in the calculation of Pool Availability, from the Environmental Engineer, such report to contain no qualifications except those that are acceptable to the Majority
Lenders in their reasonable discretion and to otherwise be in form and substance reasonably satisfactory to the Agent in its sole discretion. 

(s) Zoning and Land Use Compliance. Such evidence regarding zoning and land use compliance as the Agent may require and approve in its
reasonable discretion, including, without limitation, a PZR Zoning report. 
 (t) Certificate of Occupancy. A copy of the
certificate(s) of occupancy issued to the Borrower or any Subsidiary Guarantor for such parcel of Real Estate permitting the use and occupancy of the Building thereon (or a copy of the certificates of occupancy issued for such parcel of Real Estate
and evidence satisfactory to the Agent that any previously issued certificate(s) of occupancy is not required to be reissued to the Borrower or any Subsidiary Guarantor), or a legal opinion or certificate from the appropriate authority reasonably
satisfactory to the Agent that no certificates of occupancy are necessary to the use and occupancy thereof. 
 (u) License and
Permits. A copy of any permits or any licenses needed to operate any Pool Properties, including, without limitation, all Primary Licenses and Permits, and upon reasonable request of Agent, information regarding administrative or regulatory
audits, reviews, surveys, investigations or similar items. 
 (v) Appraisal. An Appraisal of such Real Estate, in form and substance
satisfactory to the Agent and the Required Lenders as provided in §5.2 and dated not more than ninety (90) days prior to the inclusion of such Real Estate in the calculation of Pool Availability. 

(w) Budget. An operating and capital expenditure budget for such Real Estate in form and substance reasonably satisfactory to the Agent.

 (x) Operating Statements. Operating statements for such Real Estate in the form of such statements delivered to the Lenders under
§7.4(e) covering each of the four fiscal quarters ending immediately prior to the addition of such Real Estate to the Pool, to the extent available. 

  
 Schedule 5.3 - Page-3









 (y) Environmental Disclosure. Such evidence regarding compliance with §6.20(d) as
Agent may reasonably require. 
 (z) EBITDAR Information. Financial information from each tenant of a Pool Property required by Agent
to determine compliance with the covenant contained in paragraph (vii) of the definition of “Eligible Real Estate” contained in §1.1. 

(aa) Reports. Copies of any other third party reports obtained by Borrower with respect to such Real Estate, including appraisals,
feasibility reports and analysis regarding the sustainability of revenues. 
 (bb) Subsidiary Guarantor Documents. With respect to
Real Estate owned by a Subsidiary, the Joinder Agreement and such other documents, instruments, reports, assurances, or opinions as the Agent may reasonably require. 

(cc) Taxes. The Agent and the Required Lenders shall not have objected to any transfer tax, deed tax, conveyance tax or similar tax
which may be payable as a result of the foreclosure by Agent on behalf of the Lenders of the Equity Interests relating to such Real Estate. 

(dd) Additional Documents. Such other agreements, documents, certificates, reports or assurances as the Agent may reasonably require.

 With respect to any parcel of Real Estate of the Borrower or a Subsidiary Guarantor proposed to be included in the calculation of Pool
Availability following the Release of Security Date, each of the following: 
 (a) Description of Property. A narrative description
and Borrower prepared investment summary of the Real Estate, the improvements thereon and the tenants and Leases relating to such Real Estate. 

(b) Authority Documents. Such organizational and formation documents of such Subsidiary Guarantor as the Agent shall in good
faith require. 
 (c) Enforceability Opinion. The favorable legal opinion of counsel to Borrower or such Subsidiary Guarantor, from
counsel reasonably acceptable to the Agent, addressed to the Lenders and the Agent covering the enforceability of the Joinder Agreement and such other matters as the Agent shall reasonably request. 

(d) UCC Certification. A certification from the Title Insurance Company, records search firm, or counsel satisfactory to the
Agent that a search of the appropriate public records disclosed no conditional sales contracts, security agreements, chattel mortgages, leases of personalty, financing statements or title retention agreements which affect any property, rights or
interests of the Borrower or such Subsidiary Guarantor relating to such Real Estate except to the extent that the same are discharged and removed prior to or simultaneously with the inclusion of the Real Estate in the Pool. 

  
 Schedule 5.3 - Page-4









 (e) Leases. True copies of all Leases relating to such Real Estate together with Lease
Summaries for all such Leases if available, and, if required by Agent, a Rent Roll for such Real Estate certified by the Borrower or Subsidiary Guarantor as accurate and complete as of a recent date, each of which shall be in form and substance
reasonably satisfactory to the Agent. 
 (f) Pool Value. Any information required by the Agent to determine the Pool Value
attributable to such Eligible Real Estate and compliance with §7.26. 
 (g) Certification Regarding Eligible Real Estate. A
certification by Borrower as to the matters contained in §7.26(a)(i)-(vi). 
 (h) Appraisal. An Appraisal of such Real Estate, in
form and substance satisfactory to the Agent and the Required Lenders as provided in §5.2 and dated not more than ninety (90) days prior to the inclusion of such Real Estate in the calculation of Pool Availability. 

(i) Operating Statements. Operating statements for such Real Estate in the form of such statements delivered to the Lenders under
§7.4(e) covering each of the four fiscal quarters ending immediately prior to the addition of such Real Estate to the Pool, to the extent available. 

(j) EBITDAR Information. Financial information from each tenant of a Pool Property required by Agent to determine compliance with
the covenant contained in paragraph (vii) of the definition of “Eligible Real Estate” contained in §1.1. 
 (k)
Subsidiary Guarantor Documents. With respect to Real Estate owned by a Subsidiary, the Joinder Agreement and such other documents, instruments, reports, assurances, or opinions as the Agent may reasonably require. 

(l) Additional Documents. Such other agreements, documents, certificates, reports or assurances as the Agent may reasonably
require. 

  
 Schedule 5.3 - Page-5









 SCHEDULE 6.3 

TITLE TO PROPERTIES 
 None. 

  
 Schedule 6.3 - Page-1









 SCHEDULE 6.5 

NO MATERIAL CHANGES 
 None. 

  
 Schedule 6.5 - Page-1









 SCHEDULE 6.6 

TRADEMARKS, TRADENAMES 
 None. 

  
 Schedule 6.6 - Page-1









 SCHEDULE 6.7 

PENDING LITIGATION 
 None. 

  
 Schedule 6.7 - Page-1









 SCHEDULE 6.10 

TAX STATUS 
 None. 

  
 Schedule 6.10 - Page-1









 SCHEDULE 6.15 

CERTAIN TRANSACTIONS 
 None. 

  
 Schedule 6.15 - Page-1









 SCHEDULE 6.20 

ENVIRONMENTAL RELEASES 
 See
Attached. 

  
 Schedule 6.20 - Page-1









 SCHEDULE 6.21(a) 

SUBSIDIARIES OF REIT 
  

					
	 Name
	  	Jurisdiction	  	Percentage
	 Carter Validus Operating Partnership II, LP
	  	Delaware	  	100%
	 HC-11250 Fallbrook Drive, LLC
	  	Delaware	  	100%
	 HC-5525 Marie Avenue, LLC
	  	Delaware	  	100%
	 HC-110 Charlois Boulevard
	  	Delaware	  	100%
	 HCII-150 York Street, LLC
	  	Delaware	  	100%
	 HCII-1800 Park Place Avenue, LLC
	  	Delaware	  	100%
	 HCII-5100 Indian Creek Parkway, LLC
	  	Delaware	  	100%
	 DCII-505 W. Merrill Street, LLC
	  	Delaware	  	100%
	 HCII-30 Pinnacle Drive PA, LP
	  	Delaware	  	100%
	 HCII-30 Pinnacle Drive, LLC
	  	Delaware	  	100%
	 HCII-110 East Medical Center Blvd., LLC
	  	Delaware	  	100%
	 HCII-15 Enterprise Drive, LLC
	  	Delaware	  	100%
	 HCII-68 Cavalier Boulevard, LLC
	  	Delaware	  	100%
	 HCII-107 First Park Drive, LLC
	  	Delaware	  	100%
	 HCII-3590 Lucille Drive, LLC
	  	Delaware	  	100%
	 HCII-237 William Howard Taft Road, LLC
	  	Delaware	  	100%
	 HCII-2752 Century Boulevard PA, LP
	  	Delaware	  	100%
	 HCII-2752 Century Boulevard, LLC
	  	Delaware	  	100%
	 HCII-200 Memorial Drive, LLC
	  	Delaware	  	100%
	 DCII-5400-5510 Feltl Road, LLC
	  	Delaware	  	100%
	 HCII-2001 Hermann Drive, LLC
	  	Delaware	  	100%


  
 Schedule 6.21(a) - Page-1










					
	 HCII-1131 Papillion Parkway, LLC
	  	Delaware	  	100%            
	 HCII-1812 Park Avenue, LLC
	  	Delaware	  	100%
	 HCII-Cypress Gardens Boulevard, LLC
	  	Delaware	  	100%
	 DCII-Neil Armstrong Boulevard, LLC
	  	Delaware	  	100%
	 HCII-Heritage Park, LLC
	  	Delaware	  	100%


  
 Schedule 6.21(a) - Page-2









 SCHEDULE 6.21(b) 

UNCONSOLIDATED AFFILIATES OF REIT AND ITS SUBSIDIARIES 

None. 

  
 Schedule 6.21(b) - Page-1









 SCHEDULE 6.22 

EXCEPTIONS TO RENT ROLL 
 None. 

  
 Schedule 6.22 - Page-1









 SCHEDULE 6.23 

PROPERTY 
 None. 

  
 Schedule 6.23 - Page-1









 SCHEDULE 6.25 

MATERIAL LOAN AGREEMENTS 
 None. 

  
 Schedule 6.25 - Page-1









 SCHEDULE 6.34 

SERVICE GUARANTEES 
 None. 

  
 Schedule 6.34 - Page-1









 SCHEDULE 6.35 

HEALTHCARE 
 None. 

  
 Schedule 6.35 - Page-1









 EXHIBITS AND SCHEDULES 

 

			
	Exhibit A	  	FORM OF AMENDED AND RESTATED REVOLVING CREDIT NOTE
		
	Exhibit B	  	FORM OF AMENDED AND RESTATED SWING LOAN NOTE
		
	Exhibit C	  	FORM OF TERM LOAN NOTE
		
	Exhibit D	  	INTENTIONALLY OMITTED
		
	Exhibit E	  	FORM OF JOINDER AGREEMENT
		
	Exhibit F	  	INTENTIONALLY OMITTED
		
	Exhibit G	  	INTENTIONALLY OMITTED
		
	Exhibit H	  	FORM OF REQUEST FOR REVOLVING CREDIT LOAN
		
	Exhibit I	  	FORM OF LETTER OF CREDIT REQUEST
		
	Exhibit J	  	 FORM OF POOL CERTIFICATE
 POOL AVAILABILITY
WORKSHEET

		
	Exhibit K	  	FORM OF COMPLIANCE CERTIFICATE
		
	Exhibit L	  	FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
		
	Exhibit M	  	FORM OF LETTER OF CREDIT APPLICATION
		
	Exhibit N-1	  	FORM OF U.S. TAX COMPLIANCE CERTIFICATE
		
	Exhibit N-2	  	FORM OF U.S. TAX COMPLIANCE CERTIFICATE
		
	Exhibit N-3	  	FORM OF U.S. TAX COMPLIANCE CERTIFICATE
		
	Exhibit N-4	  	FORM OF U.S. TAX COMPLIANCE CERTIFICATE
		
	Schedule 1.1	  	 LENDERS AND COMMITMENTS
 REVOLVING CREDIT
LOAN

		
	Schedule 1.2	  	SUBSIDIARY GUARANTORS
		
	Schedule 1.3	  	INITIAL POOL PROPERTIES
		
	Schedule 4.3	  	ACCOUNTS
		
	Schedule 5.3	  	ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTS
		
	Schedule 6.3	  	TITLE TO PROPERTIES









			
		
	Schedule 6.5	  	NO MATERIAL CHANGES
		
	Schedule 6.6	  	TRADEMARKS, TRADENAMES
		
	Schedule 6.7	  	PENDING LITIGATION
		
	Schedule 6.10	  	TAX STATUS
		
	Schedule 6.15	  	CERTAIN TRANSACTIONS
		
	Schedule 6.20	  	ENVIRONMENTAL RELEASES
		
	Schedule 6.21(a)	  	SUBSIDIARIES OF REIT
		
	Schedule 6.21(b)	  	UNCONSOLIDATED AFFILIATES REIT AND ITS SUBSIDIARIES
		
	Schedule 6.22	  	EXCEPTIONS TO RENT ROLL
		
	Schedule 6.23	  	PROPERTY
		
	Schedule 6.25	  	MATERIAL LOAN AGREEMENTS
		
	Schedule 6.34	  	SERVICE GUARANTEES
		
	Schedule 6.35	  	HEALTHCARE








 TABLE OF CONTENTS 

 

									
	 	  	 	  	 	  	Page	 
	 §1.
	  	DEFINITIONS AND RULES OF INTERPRETATION	  	 	1	  
				
		  	§1.1	  	Definitions	  	 	1	  
				
		  	§1.2	  	Rules of Interpretation	  	 	41	  
				
		  	§1.3	  	Financial Attributes of Unconsolidated Affiliates and Subsidiaries that are not Wholly-Owned Subsidiaries	  	 	42	  
			
	 §2.
	  	THE CREDIT FACILITY	  	 	42	  
				
		  	§2.1	  	Revolving Credit Loans	  	 	42	  
				
		  	§2.3	  	Facility Unused Fee	  	 	44	  
				
		  	§2.4	  	Reduction and Termination of the Revolving Credit Commitments	  	 	44	  
				
		  	§2.5	  	Swing Loan Commitment	  	 	45	  
				
		  	§2.6	  	Interest on Loans	  	 	47	  
				
		  	§2.7	  	Requests for Revolving Credit Loans	  	 	48	  
				
		  	§2.8	  	Funds for Loans	  	 	49	  
				
		  	§2.9	  	Use of Proceeds	  	 	49	  
				
		  	§2.10	  	Letters of Credit	  	 	49	  
				
		  	§2.11	  	Increase in Total Commitment	  	 	53	  
				
		  	§2.12	  	Extension of Revolving Credit Maturity Date and/or Term Loan Maturity Date	  	 	56	  
				
		  	§2.13	  	Defaulting Lenders	  	 	57	  
			
	 §3.
	  	REPAYMENT OF THE LOANS	  	 	61	  
				
		  	§3.1	  	Stated Maturity	  	 	61	  
				
		  	§3.2	  	Mandatory Prepayments	  	 	61	  
				
		  	§3.3	  	Optional Prepayments	  	 	62	  
				
		  	§3.4	  	Partial Prepayments	  	 	62	  
				
		  	§3.5	  	Effect of Prepayments	  	 	62	  
			
	 §4.
	  	CERTAIN GENERAL PROVISIONS	  	 	62	  
				
		  	§4.1	  	Conversion Options	  	 	62	  
				
		  	§4.2	  	Fees	  	 	63	  
				
		  	§4.3	  	Funds for Payments	  	 	63	  
				
		  	§4.4	  	Computations	  	 	68	  
				
		  	§4.5	  	Suspension of LIBOR Rate Loans	  	 	68	  









									
				
		  	§4.6	  	Illegality	  	 	69	  
				
		  	§4.7	  	Additional Interest	  	 	69	  
				
		  	§4.8	  	Additional Costs, Etc.	  	 	69	  
				
		  	§4.9	  	Capital Adequacy	  	 	70	  
				
		  	§4.10	  	Breakage Costs	  	 	71	  
				
		  	§4.11	  	Default Interest; Late Charge	  	 	71	  
				
		  	§4.12	  	Certificate	  	 	71	  
				
		  	§4.13	  	Limitation on Interest	  	 	71	  
				
		  	§4.14	  	Certain Provisions Relating to Increased Costs	  	 	72	  
			
	 §5.
	  	COLLATERAL SECURITY; GUARANTORS	  	 	73	  
				
		  	§5.1	  	Collateral	  	 	73	  
				
		  	§5.2	  	Appraisals; Adjusted Value	  	 	73	  
				
		  	§5.3	  	Addition of Pool Properties	  	 	74	  
				
		  	§5.4	  	Release of Pool Property as Collateral	  	 	75	  
				
		  	§5.5	  	Additional Guarantors	  	 	75	  
				
		  	§5.6	  	Release of a Material Subsidiary Guarantor	  	 	76	  
				
		  	§5.7	  	Release of Collateral	  	 	76	  
			
	 §6.
	  	REPRESENTATIONS AND WARRANTIES	  	 	77	  
				
		  	§6.1	  	Corporate Authority, Etc.	  	 	77	  
				
		  	§6.2	  	Governmental Approvals	  	 	78	  
				
		  	§6.3	  	Title to Properties	  	 	78	  
				
		  	§6.4	  	Financial Statements	  	 	78	  
				
		  	§6.5	  	No Material Changes	  	 	78	  
				
		  	§6.6	  	Franchises, Patents, Copyrights, Etc.	  	 	79	  
				
		  	§6.7	  	Litigation	  	 	79	  
				
		  	§6.8	  	No Material Adverse Contracts, Etc.	  	 	79	  
				
		  	§6.9	  	Compliance with Other Instruments, Laws, Etc.	  	 	80	  
				
		  	§6.10	  	Tax Status	  	 	80	  
				
		  	§6.11	  	No Event of Default	  	 	80	  
				
		  	§6.12	  	Investment Company Act	  	 	80	  
				
		  	§6.13	  	Intentionally Omitted	  	 	80	  
				
		  	§6.14	  	Setoff, Etc.	  	 	80	  
				
		  	§6.15	  	Certain Transactions	  	 	80	  









									
				
		  	§6.16	  	Employee Benefit Plans	  	 	81	  
				
		  	§6.17	  	Disclosure	  	 	81	  
				
		  	§6.18	  	Place of Business	  	 	82	  
				
		  	§6.19	  	Regulations T, U and X	  	 	82	  
				
		  	§6.20	  	Environmental Compliance	  	 	82	  
				
		  	§6.21	  	Subsidiaries; Organizational Structure	  	 	83	  
				
		  	§6.22	  	Leases	  	 	84	  
				
		  	§6.23	  	Property	  	 	84	  
				
		  	§6.24	  	Brokers	  	 	85	  
				
		  	§6.25	  	Other Debt	  	 	85	  
				
		  	§6.26	  	Solvency	  	 	86	  
				
		  	§6.27	  	No Bankruptcy Filing	  	 	86	  
				
		  	§6.28	  	No Fraudulent Intent	  	 	86	  
				
		  	§6.29	  	Transaction in Best Interests of Borrower and Guarantors; Consideration	  	 	86	  
				
		  	§6.30	  	Contribution Agreement	  	 	87	  
				
		  	§6.31	  	Representations and Warranties of Guarantors	  	 	87	  
				
		  	§6.32	  	OFAC	  	 	87	  
				
		  	§6.33	  	Ground Lease	  	 	87	  
				
		  	§6.34	  	Service Guarantees	  	 	88	  
				
		  	§6.35	  	Healthcare Representations	  	 	88	  
				
		  	§6.36	  	Intellectual Property	  	 	89	  
				
		  	§6.37	  	Labor Matters	  	 	90	  
				
		  	§6.38	  	Pool Properties	  	 	90	  
			
	 §7.
	  	AFFIRMATIVE COVENANTS	  	 	90	  
				
		  	§7.1	  	Punctual Payment	  	 	90	  
				
		  	§7.2	  	Maintenance of Office	  	 	90	  
				
		  	§7.3	  	Records and Accounts	  	 	90	  
				
		  	§7.4	  	Financial Statements, Certificates and Information	  	 	90	  
				
		  	§7.5	  	Notices	  	 	94	  
				
		  	§7.6	  	Existence; Maintenance of Properties	  	 	96	  
				
		  	§7.7	  	Insurance; Condemnation	  	 	97	  
				
		  	§7.8	  	Taxes; Liens	  	 	103	  
				
		  	§7.9	  	Inspection of Properties and Books	  	 	103	  









									
				
		  	§7.10	  	Compliance with Laws, Contracts, Licenses, and Permits	  	 	104	  
				
		  	§7.11	  	Further Assurances	  	 	104	  
				
		  	§7.12	  	Management/Advisor	  	 	104	  
				
		  	§7.13	  	Leases of the Property	  	 	105	  
				
		  	§7.14	  	Business Operations	  	 	105	  
				
		  	§7.15	  	Healthcare Laws and Covenants	  	 	106	  
				
		  	§7.16	  	Registered Servicemark	  	 	108	  
				
		  	§7.17	  	Ownership of Real Estate	  	 	108	  
				
		  	§7.18	  	Distributions of Income to Borrower	  	 	108	  
				
		  	§7.19	  	Plan Assets	  	 	108	  
				
		  	§7.20	  	Power Generators	  	 	108	  
				
		  	§7.21	  	Assignment of Interest Rate Protection	  	 	108	  
				
		  	§7.22	  	Material Contracts	  	 	109	  
				
		  	§7.23	  	Sanctions Laws and Regulations	  	 	109	  
				
		  	§7.24	  	Limiting Agreements	  	 	109	  
				
		  	§7.25	  	More Restrictive Agreements	  	 	110	  
				
		  	§7.26	  	Pool Properties	  	 	110	  
			
	 §8.
	  	NEGATIVE COVENANTS	  	 	112	  
				
		  	§8.1	  	Restrictions on Indebtedness	  	 	112	  
				
		  	§8.2	  	Restrictions on Liens, Etc.	  	 	113	  
				
		  	§8.3	  	Restrictions on Investments	  	 	115	  
				
		  	§8.4	  	Merger, Consolidation	  	 	116	  
				
		  	§8.5	  	Sale and Leaseback	  	 	116	  
				
		  	§8.6	  	Compliance with Environmental Laws	  	 	117	  
				
		  	§8.7	  	Distributions	  	 	118	  
				
		  	§8.8	  	Asset Sales	  	 	119	  
				
		  	§8.9	  	Restriction on Prepayment of Indebtedness	  	 	119	  
				
		  	§8.10	  	Zoning and Contract Changes and Compliance	  	 	119	  
				
		  	§8.11	  	Derivatives Contracts	  	 	119	  
				
		  	§8.12	  	Transactions with Affiliates	  	 	120	  
				
		  	§8.13	  	Equity Pledges	  	 	120	  
				
		  	§8.14	  	Leasing Activities	  	 	120	  
				
		  	§8.15	  	Fees	  	 	120	  









									
				
		  	§8.16	  	Changes to Organizational Documents	  	 	120	  
				
		  	§8.17	  	Burdensome Agreements	  	 	120	  
			
	 §9.
	  	FINANCIAL COVENANTS	  	 	121	  
				
		  	§9.1	  	Pool Availability	  	 	121	  
				
		  	§9.2	  	Consolidated Total Indebtedness to Gross Asset Value	  	 	121	  
				
		  	§9.3	  	Maximum Secured Leverage Ratio	  	 	121	  
				
		  	§9.4	  	Adjusted Consolidated EBITDA to Consolidated Fixed Charges	  	 	121	  
				
		  	§9.5	  	Minimum Consolidated Tangible Net Worth	  	 	121	  
				
		  	§9.6	  	Intentionally Omitted	  	 	121	  
				
		  	§9.7	  	Equity Raise	  	 	121	  
				
		  	§9.8	  	Remaining Lease Term	  	 	121	  
				
		  	§9.9	  	Minimum Actual Debt Service Coverage Ratio	  	 	122	  
				
		  	§9.10	  	Minimum Property Requirement	  	 	122	  
				
		  	§9.11	  	Aggregate Occupancy Rate	  	 	122	  
				
		  	§9.12	  	Concentration Limits	  	 	122	  
			
	 §10.
	  	CLOSING CONDITIONS	  	 	122	  
				
		  	§10.1	  	Loan Documents	  	 	122	  
				
		  	§10.2	  	Certified Copies of Organizational Documents	  	 	122	  
				
		  	§10.3	  	Resolutions	  	 	123	  
				
		  	§10.4	  	Incumbency Certificate; Authorized Signers	  	 	123	  
				
		  	§10.5	  	Opinion of Counsel	  	 	123	  
				
		  	§10.6	  	Payment of Fees	  	 	123	  
				
		  	§10.7	  	Insurance	  	 	123	  
				
		  	§10.8	  	Performance; No Default	  	 	123	  
				
		  	§10.9	  	Representations and Warranties	  	 	123	  
				
		  	§10.10	  	Proceedings and Documents	  	 	123	  
				
		  	§10.11	  	Eligible Real Estate Qualification Documents	  	 	124	  
				
		  	§10.12	  	Compliance Certificate and Pool Certificate	  	 	124	  
				
		  	§10.13	  	Appraisals	  	 	124	  
				
		  	§10.14	  	Consents	  	 	124	  
				
		  	§10.15	  	Contribution Agreement	  	 	124	  
				
		  	§10.16	  	Subordination of Management Agreement	  	 	124	  
				
		  	§10.17	  	Subordination of Advisory Agreement	  	 	124	  
				
		  	§10.18	  	Other	  	 	124	  









									
			
	 §11.
	  	CONDITIONS TO ALL BORROWINGS	  	 	124	  
				
		  	§11.1	  	Prior Conditions Satisfied	  	 	124	  
				
		  	§11.2	  	Representations True; No Default	  	 	125	  
				
		  	§11.3	  	Borrowing Documents	  	 	125	  
			
	 §12.
	  	EVENTS OF DEFAULT; ACCELERATION; ETC.	  	 	125	  
				
		  	§12.1	  	Events of Default and Acceleration	  	 	125	  
				
		  	§12.2	  	Certain Cure Periods; Limitation of Cure Periods	  	 	129	  
				
		  	§12.3	  	Termination of Revolving Credit Commitments	  	 	129	  
				
		  	§12.4	  	Remedies	  	 	129	  
				
		  	§12.5	  	Distribution of Collateral Proceeds	  	 	130	  
				
		  	§12.6	  	Collateral Account	  	 	130	  
			
	 §13.
	  	SETOFF	  	 	132	  
			
	 §14.
	  	THE AGENT	  	 	132	  
				
		  	§14.1	  	Authorization	  	 	132	  
				
		  	§14.2	  	Employees and Agents	  	 	133	  
				
		  	§14.3	  	No Liability	  	 	133	  
				
		  	§14.4	  	No Representations	  	 	133	  
				
		  	§14.5	  	Payments	  	 	134	  
				
		  	§14.6	  	Holders of Notes	  	 	134	  
				
		  	§14.7	  	Indemnity	  	 	134	  
				
		  	§14.8	  	Agent as Lender	  	 	135	  
				
		  	§14.9	  	Resignation	  	 	135	  
				
		  	§14.10	  	Duties in the Case of Enforcement	  	 	135	  
				
		  	§14.11	  	Bankruptcy	  	 	136	  
				
		  	§14.12	  	Request for Agent Action	  	 	136	  
				
		  	§14.13	  	Reliance by Agent	  	 	136	  
				
		  	§14.14	  	Approvals	  	 	137	  
				
		  	§14.15	  	Borrower Not Beneficiary	  	 	137	  
				
		  	§14.16	  	Reliance on Hedge Provider	  	 	137	  
			
	 §15.
	  	EXPENSES	  	 	138	  
			
	 §16.
	  	INDEMNIFICATION	  	 	138	  
			
	 §17.
	  	SURVIVAL OF COVENANTS, ETC.	  	 	139	  









									
			
	 §18.
	  	ASSIGNMENT AND PARTICIPATION	  	 	140	  
				
		  	§18.1	  	Conditions to Assignment by Lenders	  	 	140	  
				
		  	§18.2	  	Register	  	 	141	  
				
		  	§18.3	  	New Notes	  	 	141	  
				
		  	§18.4	  	Participations	  	 	141	  
				
		  	§18.5	  	Pledge by Lender	  	 	142	  
				
		  	§18.6	  	No Assignment by Borrower	  	 	142	  
				
		  	§18.7	  	Disclosure	  	 	142	  
				
		  	§18.8	  	Mandatory Assignment	  	 	143	  
				
		  	§18.9	  	Amendments to Loan Documents	  	 	144	  
				
		  	§18.10	  	Titled Agents	  	 	144	  
			
	 §19.
	  	NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATIONS	  	 	144	  
			
	 §20.
	  	RELATIONSHIP	  	 	146	  
			
	 §21.
	  	GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE	  	 	147	  
			
	 §22.
	  	HEADINGS	  	 	147	  
			
	 §23.
	  	COUNTERPARTS	  	 	147	  
			
	 §24.
	  	ENTIRE AGREEMENT, ETC.	  	 	147	  
			
	 §25.
	  	WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS	  	 	148	  
			
	 §26.
	  	DEALINGS WITH THE BORROWER	  	 	148	  
			
	 §27.
	  	CONSENTS, AMENDMENTS, WAIVERS, ETC.	  	 	149	  
			
	 §28.
	  	SEVERABILITY	  	 	150	  
			
	 §29.
	  	TIME OF THE ESSENCE	  	 	150	  
			
	 §30.
	  	NO UNWRITTEN AGREEMENTS	  	 	150	  
			
	 §31.
	  	REPLACEMENT NOTES	  	 	150	  
			
	 §32.
	  	NO THIRD PARTIES BENEFITED	  	 	151	  
			
	 §33.
	  	PATRIOT ACT	  	 	151