Exhibit 10.4


 


Loan No. 10183025


 


GUARANTY AGREEMENT


 


THIS GUARANTY AGREEMENT
(this “Guaranty”) is made as of April 10, 2018, by HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership, having an address at 405 Park Avenue, New York, New York 10022 (“Guarantor”)
in favor of KeyBank National Association,
a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 (together with
its successors and assigns, “Lender”).


 


Recitals


 


The following recitals
are a material part of this Guaranty:


 


A.           Lender
is making a loan in the principal sum of $118,700,000.00 (the “Loan”) to ARHC HDLANCA01, LLC, ARHC NHCANGA01,
LLC, ARHC FMMUNIN03, LLC, ARHC BMLKWCO01, LLC, ARHC ECMCYNC01, LLC, ARHC ECCPTNC01, LLC, ARHC LPELKCA01, LLC, ARHC MMTCTTX01, LLC,
ARHC MRMRWGA01, LLC, ARHC OLOLNIL01, LLC, ARHC PPHRNTN01, LLC, ARHC SMERIPA01, LLC, ARHC AMGLNAZ02, LLC, ARHC PHNLXIL01, LLC, ARHC
AMGLNAZ01, LLC, ARHC SFSTOGA01, LLC, ARHC VCSTOGA01, LLC, ARHC WLWBYMN01, LLC, ARHC AHPLYWI01, LLC, and ARHC PRPEOAZ03, LLC, each
a Delaware limited liability company (individually and collectively, as the context may require, the “Borrower”),
on or about the date of this Guaranty. Guarantor has a significant financial interest in Lender’s making of the Loan to Borrower,
and will realize significant financial benefit from the Loan. The Loan is evidenced by a Loan Agreement of even date herewith between
Borrower and Lender (the “Loan Agreement”) and a Promissory Note A-1 and a Promissory Note A-2, each dated the
date hereof, and made by Borrower in favor of Lender (individually and collectively, as the context may require, the “Note”)
of even date herewith in the principal amount of the Loan from Borrower to Lender and is secured in part by one or more deeds of
trust/mortgages/deeds to secure debt (individually and collectively, as the context may require, the “Security Instrument”)
encumbering Borrower’s interest in the Property (as defined in the Loan Agreement) and is further evidenced and secured by
the Loan Documents (as defined in the Loan Agreement).The Loan Documents are hereby incorporated by this reference as if fully
set forth in this Guaranty. Any capitalized terms used in this Guaranty and not otherwise defined herein shall have the meaning
set forth in the Loan Agreement.


 


B.           Lender
has required that Guarantor guaranty to Lender the payment of Borrower’s liabilities pursuant to Section 9.3 of the Loan
Agreement (the “Recourse Liabilities”).


 


C.           Lender
is unwilling to make the Loan to Borrower absent this Guaranty.


 




     


     


    

 


Agreement


 


In consideration of
Lender’s agreement to make the Loan to Borrower and other good and valuable consideration, the receipt and legal sufficiency
of which is hereby acknowledged, Guarantor hereby states and agrees as follows:


 


1.          Request
to Make Loan. Guarantor hereby requests that Lender make the Loan to Borrower and that Lender extend credit and give financial
accommodations to Borrower, as Borrower may desire and as Lender may grant, from time to time, whether to the Borrower alone or
to the Borrower and others, and specifically to make the Loan described in the Loan Documents.


 


2.1           Guarantor
hereby absolutely and unconditionally guarantees full payment of the following (collectively, the “Liabilities”):
(i) the Recourse Liabilities (whether arising under the original Loan or any extension, modification, future advance, increase,
amendment or modification thereof); (ii) interest due on amounts owing under any such Recourse Liabilities at the Default Rate,
(iii) all reasonable out-of-pocket expenses, including reasonable out-of-pocket attorneys’ fees, incurred by Lender in connection
with the enforcement of any of Lender’s rights under this Guaranty; and (iv) to the extent the same relate to amounts or
obligations owing under Recourse Liabilities, all reimbursement and indemnification obligations of Borrower set forth in Section
10.13 of the Loan Agreement.


 


2.2           Upon
the request of Lender, Guarantor shall immediately pay or perform the Liabilities when they or any of them become due or are to
be paid or performed under the term of any of the Loan Documents. Any amounts received by Lender from any sources and applied by
Lender towards the payment of the Liabilities shall be applied in such order of application as Lender may from time to time elect.
All Liabilities shall conclusively be presumed to have been created, extended, contracted, or incurred by Lender in reliance upon
this Guaranty and all dealings between Borrower and Lender shall likewise be presumed to be in reliance upon this Guaranty.


 


3.          Additional
Advances, Renewals, Extensions and Releases. Guarantor hereby agrees and consents that, without notice to or further consent
by Guarantor, Lender may make additional advances with respect to the Loan or the Property, and the obligations of Borrower or
any other party in connection with the Loan may be renewed, extended, modified, accelerated or released by Lender as Lender may
deem advisable, and any collateral the Lender may hold or in which the Lender may have an interest may be exchanged, sold, released
or surrendered by it, as it may deem advisable, without impairing or affecting the obligations of Guarantor hereunder in any way
whatsoever.


 


4.          Waivers.


 


4.1           Guarantor
hereby waives each of the following: (a) any and all notice of the acceptance of this Guaranty or of the creation, renewal
or accrual of any Liabilities or the Debt, present or future (including any additional advances made by Lender under the Loan Documents);
(b) the reliance of Lender upon this Guaranty; (c) notice of the existence or creation of any Loan Document or of any
of the Liabilities or the Debt; (d) protest, presentment, demand for payment, notice of default or nonpayment, notice of dishonor
to or upon Guarantor, Borrower or any other party liable for any of the Liabilities or the Debt; (e) any and all other notices
or formalities to which Guarantor may otherwise be entitled, including notice of Lender’s granting the Borrower any indulgences
or extensions of time on the payment of any Liabilities or the Debt; and (f) promptness in making any claim or demand hereunder.


 




    	 	2	 



     


    

 


4.2           No
delay or failure on the part of Lender in the exercise of any right or remedy against either Borrower or Guarantor shall operate
as a waiver thereof, and no single or partial exercise by Lender of any right or remedy herein shall preclude other or further
exercise thereof or of any other right or remedy whether contained herein or in the Note or any of the other Loan Documents. No
action of Lender permitted hereunder shall in any way impair or affect this Guaranty.


 


4.3           Guarantor
acknowledges and agrees that Guarantor shall be and remain absolutely and unconditionally liable for the full amount of all Liabilities
notwithstanding any of the following, and Guarantor waives any defense or counterclaims to which Guarantor may be entitled, based
upon any of the following, in any proceeding (without prejudice to assert the same in a separate cause of action at a later time):


 


(a)          Any
or all of the Liabilities being or hereafter becoming invalid or otherwise unenforceable for any reason whatsoever or being or
hereafter becoming released or discharged, in whole or in part, whether pursuant to a proceeding under any bankruptcy or insolvency
laws or otherwise; or


 


(b)          Lender
failing or delaying to properly perfect or continue the perfection of any security interest or lien on any property which secures
any of the Liabilities, or to protect the property covered by such security interest or enforce its rights respecting such property
or security interest; or


 


(c)          Lender
failing to give notice of any disposition of any property serving as collateral for any Liabilities or failing to dispose of such
collateral in a commercially reasonable manner; or


 


(d)          Any
other circumstance that might otherwise constitute a defense other than payment in full of the Liabilities.


 


5.          Guaranty
of Payment. Guarantor agrees that Guarantor’s liability hereunder is primary, absolute and unconditional without regard
to the liability of any other party. This Guaranty shall be construed as an absolute, irrevocable and unconditional guaranty of
payment and performance (and not a guaranty of collection), without regard to the validity, regularity or enforceability of any
of the Liabilities.


 


6.          Guaranty
Effective Regardless of Collateral. This Guaranty is made and shall continue as to any and all Liabilities without regard to
any liens or security interests in any collateral, the validity, effectiveness or enforceability of such liens or security interests,
or the existence or validity of any other guaranties or rights of Lender against any other obligors. Any and all such collateral,
security, guaranties and rights against other obligors, if any, may from time to time without notice to or consent of Guarantor,
be granted, sold, released, surrendered, exchanged, settled, compromised, waived, subordinated or modified, with or without consideration,
on such terms or conditions as may be acceptable to Lender, without in any manner affecting or impairing the liabilities of Guarantor.
Without limiting the generality of the foregoing, it is acknowledged that Guarantor’s liability hereunder shall survive any
foreclosure proceeding, any foreclosure sale, any delivery of a deed in lieu of foreclosure, and any release of record of the Security
Instrument.


 




    	 	3	 



     


    

 


7.          Additional
Credit. Credit or financial accommodation may be granted or continued from time to time by Lender to Borrower regardless of
Borrower’s financial or other condition at the time of any such grant or continuation, without notice to or the consent of
Guarantor and without affecting Guarantor’s obligations hereunder. Lender shall have no obligation to disclose or discuss
with Guarantor its assessment of the financial condition of Borrower.


 


8.          Rescission
of Payments. If at any time payment of any of the Liabilities or any part thereof is rescinded or must otherwise be restored
or returned by Lender upon the insolvency, bankruptcy or reorganization of Borrower or under any other circumstances whatsoever,
this Guaranty shall, upon such rescission, restoration or return, continue to be effective or shall (if previously terminated)
be reinstated, as the case may be, as if such payment had not been made.


 


9.          Additional
Waivers. So long as any portion of the Liabilities or Debt remains unpaid or any portion of the Liabilities or Debt (or any
security therefor) that has been paid to Lender remains subject to invalidation, reversal or avoidance as a preference, fraudulent
transfer or for any other reason whatsoever (whether under bankruptcy or non-bankruptcy law) to being set aside or required to
be repaid to Borrower as a debtor in possession or to any trustee in bankruptcy, Guarantor irrevocably waives (a) any rights
which it may acquire against Borrower by way of subrogation under this Guaranty or by virtue of any payment made hereunder (whether
contractual, under the Bankruptcy Code or similar state or federal statute, under common law, or otherwise), (b) all contractual,
common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against
Borrower that may have arisen in connection with this Guaranty, (c) any right to participate in any way in the Loan Documents
or in the right, title and interest in any collateral securing the payment of Borrower’s obligations to Lender, and (d) all
rights, remedies and claims relating to any of the foregoing. If any amount is paid to Guarantor on account of subrogation rights
or otherwise, such amount shall be held in trust for its benefit and shall forthwith be paid to Lender to be applied to the Debt,
whether matured or unmatured, in such order as Lender shall determine.


 


10.         Independent
Obligations. The obligations of Guarantor are independent of the obligations of Borrower, and a separate action or actions
for payment, damages or performance may be brought and prosecuted against Guarantor, whether or not an action is brought against
Borrower or the security for Borrower’s obligations, and whether or not Borrower is joined in any such action or actions.
Guarantor expressly waives any requirement that Lender institute suit against Borrower or any other persons, or exercise or exhaust
its remedies or rights against Borrower or against any other person, other guarantor, or other collateral securing all or any part
of the Liabilities, prior to enforcing any rights Lender has under this Guaranty or otherwise. Lender may pursue all or any such
remedies at one or more different times without in any way impairing its rights or remedies hereunder. Guarantor hereby further
waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement hereof. If there shall be
more than one guarantor with respect to any of the Liabilities, then the obligations of each such guarantor shall be joint and
several.


 




    	 	4	 



     


    

 


11.         Subordination
of Indebtedness of Borrower to Guarantor. Any indebtedness of Borrower to Guarantor now or hereafter existing is hereby subordinated
to the prior payment in full of the Liabilities. Guarantor agrees that following the occurrence and during the continuance of an
Event of Default, until the Liabilities and Debt have been paid in full, Guarantor will not seek, accept or retain for Guarantor’s
own account, any payment (whether for principal, interest, or otherwise) from Borrower for or on account of such subordinated debt.
Following the occurrence and during the continuance of an Event of Default, any payments to Guarantor on account of such subordinated
debt shall be collected and received by Guarantor in trust for Lender and shall be paid over to Lender on account of the Liabilities
or Debt, as Lender determines in its discretion, without impairing or releasing the obligations of Guarantor hereunder. Guarantor
hereby unconditionally and irrevocably agrees that (a) Guarantor will not at any time while the Liabilities remain unpaid,
assert against Borrower (or Borrower’s estate in the event that Borrower becomes the subject of any case or proceeding under
any federal or state bankruptcy or insolvency laws) any right or claim to indemnification, reimbursement, contribution or payment
for or with respect to any and all amounts Guarantor may pay or be obligated to pay Lender, including the Liabilities, and any
and all obligations which Guarantor may perform, satisfy or discharge, under or with respect to the Guaranty, and (b) Guarantor
subordinates to the Debt all such rights and claims to indemnification, reimbursement, contribution or payment that Guarantor may
have now or at any time against Borrower (or Borrower’s estate in the event that Borrower becomes the subject of any case
or proceeding under any federal or state bankruptcy or insolvency laws).


 


12.         Claims
in Bankruptcy. Guarantor shall file all claims against Borrower in any bankruptcy or other proceeding in which the filing of
claims is required by law upon any indebtedness of Borrower to Guarantor and will assign to Lender all right of Guarantor thereunder.
Guarantor hereby irrevocably appoints Lender its attorney-in-fact, which appointment is coupled with an interest, to file any such
claim that Guarantor may fail to file, in the name of Guarantor or, in Lender’s discretion, to assign the claim and to cause
proof of claim to be filed in the name of Lender’s nominee. In all such cases, whether in administration, bankruptcy or otherwise,
the person or persons authorized to pay such claim shall pay to Lender the full amount thereof and, to the full extent necessary
for that purpose, Guarantor hereby assigns to Lender all of Guarantor’s rights to any such payments or distributions to which
Guarantor would otherwise be entitled.


 


13.         Guarantor’s
Representations and Warranties. Guarantor represents, warrants and covenants to and with Lender that:


 


13.1         There
is no action or proceeding pending or, to the actual knowledge of Guarantor, threatened against Guarantor before any court or administrative
agency which would reasonably be expected to result in any material adverse change in the business or financial condition of Guarantor
or in the property of Guarantor;


 




    	 	5	 



     


    

 


13.2         Guarantor
has filed all Federal and state income tax returns which Guarantor has been required to file, and has paid all taxes as shown on
said returns and on all assessments received by Guarantor to the extent that such taxes have become due;


 


13.3         Neither
the execution nor delivery of this Guaranty nor fulfillment of nor compliance with the terms and provisions hereof will conflict
with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in the creation
of any lien, charge or encumbrance upon any property or assets of Guarantor under any agreement or instrument to which Guarantor
is now a party or by which Guarantor may be bound;


 


13.4         This
Guaranty is a valid and legally binding agreement of Guarantor and is enforceable against Guarantor in accordance with its terms
subject to the rights of creditors and general principles of equity;


 


13.5         Guarantor
has either (i) examined the Loan Documents or (ii) has had an opportunity to examine the Loan Documents and has waived
the right to examine them; and


 


13.6         Guarantor
has the full power, authority, and legal right to execute and deliver this Guaranty. If Guarantor is not an individual, (i) Guarantor
is duly organized, validly existing and in good standing under the laws of the state of its formation, and (ii) the execution,
delivery and performance of this Guaranty by Guarantor has been duly and validly authorized and the person(s) signing this Guaranty
on Guarantor’s behalf has been validly authorized and directed to sign this Guaranty.


 


14.         Notice
of Litigation. Guarantor shall promptly give Lender notice of all litigation or proceedings before any court or Governmental
Authority affecting Guarantor or its property, except litigation or proceedings which, if adversely determined, would not reasonably
be expected to have a material adverse effect on the financial condition or operations of Guarantor or its ability to perform any
of its obligations hereunder.


 


15.         Access
to Records. Guarantor shall give Lender and its representatives access to, and permit Lender and such representatives to examine,
copy or make extracts from, any and all books, records and documents in the possession of Guarantor relating to the performance
of Guarantor’s obligations hereunder and under any of the Loan Documents, all at such times and as often as Lender may reasonably
request. If Guarantor is not an individual, Guarantor shall continuously maintain its existence and shall not dissolve or permit
its dissolution.


 


16.         Assignment
by Lender. In connection with any sale, assignment or transfer of the Loan, Lender may sell, assign or transfer this Guaranty
and all or any of its rights, privileges, interests and remedies hereunder to any other person or entity whatsoever without notice
to or consent by Guarantor, and in such event the assignee shall be entitled to the benefits of this Guaranty and to exercise all
rights, interests and remedies as fully as Lender.


 


17.         Termination.
This Guaranty shall terminate only when all of the Liabilities and the Debt have been paid in full, including all interest thereon,
late charges and other charges and fees included within the Liabilities and the Debt. When the conditions described above have
been fully met, Lender will, upon request, furnish to Guarantor a written cancellation of this Guaranty.


 




    	 	6	 



     


    

 


18.         Notices.
All notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective
for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested
or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery,
or (c) by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated
from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided
for in this Section):


 


	 	If to Lender:	KeyBank National Association
	 	 	11501 Outlook, Suite 300
	 	 	Overland Park, Kansas 66211
	 	 	Facsimile No.: 877-379-1625
	 	 	Attention: Loan Servicing
	 	 	 
	 	with a copy to:	Dan Flanigan
	 	 	POLSINELLI
	 	 	900 West 48th Place, Suite 900
	 	 	Kansas City, Missouri 64112
	 	 	Facsimile No.:  816-753-1536
	 	 	 
	 	If to a Guarantor:	Healthcare Trust Operating Partnership, L.P.
	 	 	405 Park Avenue
	 	 	New York, New York 10022
	 	 	Attention:  Counsel
	 	 	 
	 	with a copy to:	Proskauer Rose LLP
	 	 	Eleven Times Square
	 	 	New York, New York 10036
	 	 	Attention: David J. Weinberger, Esq.
	 	 	Facsimile No.: 212-969-2900


 


A notice shall be deemed
to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered
or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery, upon the first attempted delivery
on a Business Day; or in the case of telecopy, upon sender’s receipt of a machine-generated confirmation of successful transmission
after advice by telephone to recipient that a telecopy notice is forthcoming.


 


19.         Waiver
of Jury Trial. TO THE FULLEST EXTENT NOW OR HEREAFTER PERMITTED BY APPLICABLE LAW, GUARANTOR AND LENDER HEREBY AGREE NOT TO
ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY
SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE SECURITY INSTRUMENT OR THE OTHER LOAN DOCUMENTS,
OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY
AND VOLUNTARILY BY GUARANTOR AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH RIGHT
TO TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND GUARANTOR ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING
AS CONCLUSIVE EVIDENCE OF THIS WAIVER.


 




    	 	7	 



     


    

 


20.         Miscellaneous.
This Guaranty shall be a continuing guaranty. This Guaranty shall bind the heirs, successors and assigns of Guarantor (except that
Guarantor may not assign his, her, or its liabilities under this Guaranty without the prior written consent of Lender, which consent
Lender may in its discretion withhold), and shall inure to the benefit of Lender, its successors, transferees and assigns. Each
provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law. Neither this
Guaranty nor any of the terms hereof, including the provisions of this Section, may be terminated, amended, supplemented, waived
or modified orally, but only by an instrument in writing executed by the party against which enforcement of the termination, amendment,
supplement, waiver or modification is sought, and the parties hereby: (a) expressly agree that it shall not be reasonable
for any of them to rely on any alleged, non-written amendment to this Guaranty; (b) irrevocably waive any and all right to enforce
any alleged, non-written amendment to this Guaranty; and (c) expressly agree that it shall be beyond the scope of authority
(apparent or otherwise) for any of their respective agents to agree to any non-written modification of this Guaranty. This Guaranty
may be executed in several counterparts, each of which counterpart shall be deemed an original instrument and all of which together
shall constitute a single Guaranty. The failure of any party hereto to execute this Guaranty, or any counterpart hereof, shall
not relieve the other signatories from their obligations hereunder. As used in this Guaranty, the term “Borrower” shall
mean individually and collectively, jointly and severally, each Borrower (if more than one) and shall include the successors (including
any subsequent owner or owners of the Property or any part thereof or any interest therein and Borrower in its capacity as debtor-in-possession
after the commencement of any bankruptcy proceeding), assigns, heirs, personal representatives, executors and administrators of
Borrower. Any capitalized terms used in this Guaranty and not otherwise defined herein shall have the meaning set forth in the
Loan Agreement. Section 1.2 of the Loan Agreement is specifically incorporated herein as if fully restated herein.


 


21.         Applicable
Law; Jurisdiction and Venue.


 


(a)          LENDER
HAS OFFICES IN THE STATE OF NEW YORK AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW
YORK (“GOVERNING STATE”), WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO
THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS
OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER
AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES
OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIEN AND SECURITY INTEREST
CREATED PURSUANT TO THE LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY
IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK
SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR
THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, GUARANTOR AND LENDER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM
TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS GUARANTY,
THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT
TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 




    	 	8	 



     


    

 


(b)          ANY
LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OTHER LOAN DOCUMENTS
(“ACTION”) MAY AT LENDER’S OPTION BE INSTITUTED IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER
VENUE, THE ACTION SHALL AT THE ELECTION OF LENDER BE TRANSFERRED TO) ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY
OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY
NOW OR HEREAFTER HAVE BASED ON VENUE OR FORUM NON CONVENIENS OF ANY SUCH ACTION, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY SUCH COURT IN ANY ACTION. IN THE EVENT THAT GUARANTOR’S PRINCIPAL OFFICE IS NOT LOCATED IN THE STATE
OF NEW YORK AT ANY TIME IN THE FUTURE, GUARANTOR (I) SHALL PROMPTLY DESIGNATE AND APPOINT AN AUTHORIZED AGENT, REASONABLY ACCEPTABLE
TO LENDER, TO ACCEPT AND ACKNOWLEDGE ON GUARANTOR’S BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH
ACTION IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND IN SUCH CASE, GUARANTOR AGREES THAT SERVICE OF PROCESS UPON SAID
AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE
DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH ACTION IN THE STATE OF NEW YORK, (II) SHALL GIVE
PROMPT NOTICE TO LENDER OF (A) THE NAME AND ADDRESS OF SUCH AGENT, (B) ANY CHANGED ADDRESS THEREAFTER OF ITS AUTHORIZED AGENT HEREUNDER,
(III) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH
SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (IV) SHALL PROMPTLY DESIGNATE
SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.


 




    	 	9	 



     


    

 


22.         OFAC.
Guarantor hereby represents, warrants and covenants that Guarantor is not (nor will be) a person with whom Lender is restricted
from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the
Treasury of the United States of America (including, those Persons named on OFAC’s Specially Designated and Blocked Persons
list) or under any statute, executive order (including, the September 24, 2001 Executive Order Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall
not engage in any dealings or transactions or otherwise be associated with such persons. In addition, Guarantor hereby covenants
to provide Lender with any additional information that Lender deems necessary from time to time in order to ensure compliance with
all applicable laws concerning money laundering and similar activities.


 


23.         Covenants.


 


23.1         Until
all of the Liabilities and the Debt, including all interest thereon, late charges and other charges and fees included within the
Liabilities and the Debt, have been paid in full, Guarantor (a) shall maintain (1) an aggregate Net Worth in excess of the Net
Worth Threshold and (2) aggregate Liquid Assets having a market value of at least the Liquid Assets Threshold and (b) shall not
sell, pledge, mortgage or otherwise transfer any assets, or any interest therein, which would cause Guarantor’s Net Worth
to fall below the Net Worth Threshold or cause Guarantor’s Liquid Assets to fall below the Liquid Assets Threshold.


 


23.2         Guarantor
shall ensure that the financial information with respect to Guarantor required to be provided to Lender pursuant to Section 5.1.11
of the Loan Agreement is so provided.


 


24.         Local
Law Provisions. In the event of any inconsistencies between the terms and conditions of this Section and any other terms and
conditions of this Guaranty, the terms and conditions of this Section shall be binding.


 


24.1         Arizona
Law Provisions. The following provisions shall apply to this Guaranty to the extent that Arizona law is deemed to govern this
Guaranty:


 


To the maximum extent permitted
by law, Guarantor unconditionally and irrevocably waives any rights or benefits arising under A.R.S. §§ 12-1556, 12-1641
through and including 12-1646, 33-814, 33-7Yes25, 33-727 and 44-142 and Ariz. R. Civ. P. 17(f) or such statutes, rules or similar
provisions as may be enacted or adopted hereafter.


 


24.2 California
Law Provisions. The following provisions shall apply to this Guaranty to the extent that California law is deemed to govern
this Guaranty:


 


(a) Additional
Waivers. Without limiting the generality, scope or meaning of any of the foregoing or any other provision of this Guaranty:


 




    	 	10	 



     


    

 


(i) Guarantor
hereby waives any and all benefits and defenses under California Civil Code Section 2810 and agrees that by doing so Guarantor
shall be liable even if Borrower had no liability at the time of execution of the Note, the Security Instrument or any other Loan
Document, or thereafter ceases to be liable. Guarantor hereby waives any and all benefits and defenses under California Civil Code
Section 2809 and agrees that by doing so Guarantor’s liability may be larger in amount and more burdensome than that of Borrower.
Guarantor waives all rights to require Lender to pursue any other remedy it may have against Borrower, or any member of Borrower,
including any and all benefits under California Civil Code Section 2845, 2849 and 2850. Guarantor further waives any rights, defenses
and benefits that may be derived from Sections 2787 to 2855, inclusive, of the California Civil Code or comparable provisions of
the laws of any other jurisdiction and further waives all other suretyship defenses Guarantor would otherwise have under the laws
of California or any other jurisdiction.


 


(ii) Upon an
Event of Default, Lender in its sole discretion, without prior notice to or consent of Guarantor, may elect to (A) foreclose either
judicially or nonjudicially against any real or personal property security it may hold for the Loan, (B) accept a transfer of any
such security in lieu of foreclosure, (C) compromise or adjust the Loan or any part of it or make any other accommodation with
Borrower or (D) exercise any other remedy against Borrower or any security. No such action by Lender shall release or limit the
liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive
Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid
to Lender, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances
shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Lender or any
third party after any foreclosure or transfer in lieu of foreclosure of any security for the Loan.


 


(iii) Regardless
of whether Guarantor may have made any payments to Lender, Guarantor hereby waives (A) all rights of subrogation, indemnification,
contribution and any other rights to collect reimbursement from Borrower or any other party for any sums paid to Lender, whether
contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or
otherwise, (B) all rights to enforce any remedy that Lender may have against Borrower and (C) all rights to participate in any
security now or later to be held by Lender for the Loan. The waivers given in this subsection (iii) shall be effective until the
Loan has been paid and performed in full.


 


(iv) Guarantor
waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as
a nonjudicial foreclosure with respect to security for a guarantied obligation, has destroyed Guarantor’s rights of subrogation
and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise. Guarantor
further waives any right to a fair value hearing under California Code of Civil Procedure Section 580a, or any other similar law,
to determine the size of any deficiency owing (for which Guarantor would be liable hereunder) following a non-judicial foreclosure
sale.


 




    	 	11	 



     


    

 


(v) Without
limiting the foregoing or anything else contained in this Guaranty, Guarantor waives all rights and defenses that Guarantor may
have because the Loan is secured by real property. This means, among other things:


 


(1)         that
Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower; and


 


(2)         if
Lender forecloses on any real property collateral pledged by Borrower: (x) the amount of the Loan may be reduced only by the price
for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (y)
Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor
may have to collect from Borrower.


 


This subsection
(v) is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Loan is secured by real
property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580b, 580d,
or 726 of the California Code of Civil Procedure.


 


(vi) Guarantor
waives all rights and defenses arising out of any failure of the Lender to disclose to the Guarantor any information relating to
the financial condition, operations, properties or prospects of Borrower now or in the future known to the Lender (Guarantor waiving
any duty on the part of the Lender to disclose such information).


 


(vii) Without
limiting the generality of the foregoing or any other provision of this Guaranty, Guarantor hereby expressly waives any and all
benefits under California Civil Code sections 2815, 2819, 2822, 2839, 2846, 2847. 2899 and 3433, California Code of Civil Procedures
sections 580a, 580b, 580c, 580d and 726, and Chapter 2 of Title 14 of the California Civil Code.


 


(b) Trial
by Jury. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE
TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER
EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER
OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE
AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS
PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.


 




    	 	12	 



     


    

 


	 	/s/ MA
	 	Guarantor’s Initials


 


24.3        Colorado
Law Provisions. The following provision shall be deemed to be inserted into this Guaranty as Section 4.3(e) to the extent that
Colorado law governs this Guaranty:


 


(e) Any defense
or limitation on liability arising out of the applicability of the provisions of Colorado Revised Statutes Section 13-50-102 and
13-50-103.


 


24.4         Indiana
Law Provisions. The following provisions shall apply to this Guaranty to the extent that Indiana law is deemed to govern this
Guaranty:


 


Guarantor acknowledges and agrees
that all payments required under this Guaranty shall be made without relief from any applicable valuation and appraisement laws.
Guarantor hereby waives any right to require Lender to marshal any security or institute suit, or exercise or exhaust its rights
or remedies against Borrower, or against any other person, guarantor, the Security Instrument or other collateral guaranteeing
or securing all or any part of this Guaranty, prior to enforcing any rights Lender has under this Guaranty or otherwise against
Guarantor. Guarantor hereby waives all suretyship defenses, including, but not limited to, those defenses set forth in I.C. 34-22-1-1,
et seq.


 


24.5         Minnesota
Law Provisions. The following provisions shall apply to this Guaranty to the extent that Minnesota law is deemed to govern
this Guaranty:


 


Guarantor shall be liable to
the Lender for Liabilities remaining after foreclosure of any mortgage in real estate or any security interest in personal property
granted by the Borrower, the Guarantor or any third party to the Lender to secure repayment of the Liabilities and the subsequent
sale by the Lender of the property subject thereto to a third party (whether at a foreclosure sale or at a sale thereafter by the
Lender in the event the Lender purchases said property at the foreclosure sale) notwithstanding any provision of applicable law
which may prevent the Lender from obtaining a deficiency judgment against, or otherwise collecting a deficiency from, the Borrower,
including, without limitation, Minnesota Statutes, Section 582.30.


 


24.6         North
Carolina Law Provisions. The following provisions shall apply to this Guaranty to the extent that North Carolina law is deemed
to govern this Guaranty:


 


This Guaranty is a guaranty of
payment not of collection. Guarantor hereby waives any law or statute that requires that Lender make demand upon, assert claims
against, or collect from Borrower or other persons or entities, foreclose any security interest, sell collateral, exhaust any remedies,
or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action
against Guarantor with respect to the obligations guaranteed hereby, including any such rights Guarantor might otherwise have had
under N.C.G.S. §§ 26-7, et seq.(and any successor statutes) and any other applicable law.


 




    	 	13	 



     


    

 


24.7 Pennsylvania
Law Provisions. The following provisions shall apply to this Guaranty to the extent that Pennsylvania law is deemed to govern
this Guaranty:


 


POWERS OF ATTORNEY.
BORROWER ACKNOWLEDGES AND AGREES (A) THAT ANY POWERS OF ATTORNEY GRANTED HEREIN, AND ANY WARRANT OF ATTORNEY AUTHORIZING JUDGMENT
BY CONFESSION, ARE GIVEN IN CONNECTION WITH A COMMERCIAL TRANSACTION, (B) LENDER’S EXERCISE OF ANY POWERS OF ATTORNEY AS
PROVIDED FOR HEREIN WOULD BE IN ACCORDANCE WITH BORROWER’S REASONABLE EXPECTATIONS, AND (C) LENDER DOES NOT AND SHALL NOT
HAVE ANY OF THE DUTIES TO BORROWER SET FORTH IN 20 PA. C.S.A. §5601.3.


 


24.8 Tennessee
Law Provisions. The following provisions shall apply to this Guaranty to the extent that Tennessee law is deemed to govern
this Guaranty:


 


Guarantor further waives any
right of Guarantor to require that an action be brought against Borrower under the provisions of Title 47, Chapter 12 Tennessee
Code Annotated, as the same may be amended from time to time.


 


24.9 Texas Law
Provisions. The following provisions shall apply to this Guaranty to the extent that Texas law is deemed to govern this Guaranty:


 


(a) Section
4.1(d) is amended and restated to read as follows: “protest, presentment, demand for payment, notice of acceleration, notice
of intent to accelerate, notice of default or nonpayment, notice of dishonor to or upon Guarantor, Borrower or any other party
liable for any of the Liabilities or the Debt;”


 


(b) Guarantor
hereby agrees that:


 


(1) In the
event an interest in any of the Property is foreclosed upon pursuant to a judicial or nonjudicial foreclosure sale, notwithstanding
the provisions of Sections 51.003, 51.004, and 51.005 of the Texas Property Code (as the same may be amended from time to time),
and to the extent permitted by law, Lender shall be entitled to seek a deficiency judgment from Borrower, Guarantor and any other
party obligated on the Note equal to the difference between the amount owing on the Note and the amount for which the Property
was sold pursuant to judicial or nonjudicial foreclosure sale. Guarantor expressly recognizes that this paragraph constitutes a
waiver of the above-cited provisions of the Texas Property Code which would otherwise permit Borrower, Guarantor and other persons
against whom recovery of deficiencies is sought (even absent the initiation of deficiency proceedings against them) to present
competent evidence of the fair market value of the Property as of the date of the foreclosure sale and offset against any deficiency
the amount by which the foreclosure sale price is determined to be less than such fair market value. Guarantor further recognizes
and agrees that this waiver creates an irrebuttable presumption that the foreclosure sale price is equal to the fair market value
of the Property for purposes of calculating deficiencies owed by Borrower, Guarantor and others against whom recovery of a deficiency
is sought.


 




    	 	14	 



     


    

 


(2)         Alternatively,
in the event the waiver provided for in subsection (1) above is determined by a court of competent jurisdiction to be unenforceable,
to the fullest extent not prohibited by applicable laws, the following shall be the basis for the finder of fact’s determination
of the fair market value of the Property as of the date of the foreclosure sale in proceedings governed by Sections 51.003, 51.004
and 51.005 of the Texas Property Code (as amended from time to time):


 


(a)          the
Property shall be valued in an “as is” condition as of the date of the foreclosure sale, without any assumption or
expectation that the Property will be repaired or improved in any manner before a resale of the Property after foreclosure;


 


(b)          the
valuation shall be based upon an assumption that the foreclosure purchaser desires a resale of the Property for cash promptly (but
no later than twelve months) following the foreclosure sale;


 


(c)          all
reasonable closing costs customarily borne by the seller in a commercial real estate transaction should be deducted from the gross
fair market value of the Property, including, brokerage commissions, title insurance, a survey of the Property, tax prorations,
seller’s attorneys’ fees and marketing costs;


 


(d)          the
gross fair market value of the Property shall be further discounted to account for any estimated holding costs associated with
maintaining the Property pending sale, including utilities expenses, property management fees, taxes and assessments (to the extent
not accounted for in subsection (c) above) and other maintenance expenses; and


 


(e)          any
expert opinion testimony given or considered in connection with a determination of the fair market value of the Property must be
given by persons having at least five years’ experience in appraising property similar to the Property and who have conducted
and prepared a complete written appraisal of the Property taking into consideration the factors set forth above.


 


(c)        Guarantor
agrees that its obligations hereunder are primary, not secondary, and Lender need not resort to collection against Borrower or
proceed to foreclose its lien against the Property or any other collateral before pursuing Lender’s rights against Guarantor
for the Liabilities. In addition, Guarantor hereby knowingly, voluntarily and intentionally waives, to the extent permitted by
applicable law, any right or remedy it may have or be able to assert by reason of any statute, law or judicial doctrine pertaining
to the rights and remedies of sureties, including Rule 31 of the Texas Rules of Civil Procedure, Section 17.01 of the Texas Civil
Practice and Remedies Code, Chapter 34 of the Texas Business and Commence Code and any successor or supplemental provisions thereto.


 


[NO FURTHER TEXT ON THIS PAGE]


 




    	 	15	 



     


    

 


IN WITNESS WHEREOF,
Guarantor has executed or caused this Guaranty to be executed as of the day and year first above written.


 


	 	GUARANTOR:
	 	 
	 	HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P.,
	 	a Delaware limited partnership
	 	 	 
	 	By:	Healthcare Trust, Inc.,
	 	 	a Maryland corporation,
	 	 	its general partner
	 	 	 
	 	 	By:	/s/ Michael Anderson
	 	 	Name:	Michael Anderson
	 	 	Title:	Authorized Signatory


 


Signature
Page to Guaranty Agreement