FIRST AMENDMENT TO TERM LOAN AGREEMENT

EXHIBIT 10.8

THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) made as of this 3rd day of October, 2019, by and among XXXXXX VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“Borrower”), XXXXXX VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (the “CVOP II”), THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (hereinafter referred to individually as a “Subsidiary Guarantor” and collectively, as “Subsidiary Guarantors”; CVOP II and the Subsidiary Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), THE OTHER LENDERS LISTED ON THE SIGNATURES PAGES HEREOF AS LENDERS (KeyBank and the other lenders are listed on the signatures pages hereof as Lenders, collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent for the Lenders (the “Agent”).

W I T N E S S E T H:

WHEREAS, Borrower and KeyBank, individually and as Agent, and the Lenders entered into that certain Term Loan Agreement dated as of August 7, 2019 (the “Loan Agreement”); and

WHEREAS, each of the Guarantors are a party to that certain Fourth Amended and Restated Unconditional Guaranty of Payment and Performance in favor of Agent and the Lenders dated as of August 7, 2019 (the “Guaranty”);

WHEREAS, Borrower and Guarantors have requested that the Agent and the Lenders make certain modifications to the Loan Agreement; and

WHEREAS, the Agent and certain of the Lenders have consented to such modifications, subject to the execution and delivery of this Amendment.

NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby covenant and agree as follows:

1.Definitions. All terms used herein which are not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

2. Modification of the Loan Agreement. The Agent, the Lenders and the Borrower hereby amend the Loan Agreement as follows:

(a)By inserting the following definitions in §1.1 of the Loan Agreement, in the appropriate alphabetical order:

“CVOP I Limited Partner. CVOP Partner, LLC, a Delaware limited liability company whose sole member is CVOP II.”

“CVOP I Transfer. The consummation of the transactions contemplated by the structure chart set forth on Schedule 1.5 attached hereto including the transfer or conveyance by NewCo and Xxxxxx/Validus Advisors, LLC, a Delaware limited liability company, to (a) CVOP II of ninety-nine and 99/100ths percent (99.99%) of the economic, voting and beneficial interest in and to CVOP I, and (b) CVOP I Limited Partner of 01/100^th of one percent of the economic, voting and beneficial interest in and to CVOP I.

(b)By deleting the period appearing at the end of subparagraph (h) of the definition of “Change of Control” in §1.1 of the Loan Agreement and inserting in lieu thereof “; or”, and by inserting the following new subparagraph (i) into the definition of “Change of Control”:

“(i) from and after the CVOP I Transfer, CVOP II fails to own, directly or indirectly, free of any lien, encumbrance or other adverse claim, at least one hundred percent (100.0%) of the economic, voting and beneficial interest of CVOP I.”

(c)By deleting in its entirety the third sentence of §6.1(a) of the Loan Agreement.

(d)By deleting in its entirety the eighth sentence of §7.6(a) of the Loan Agreement, and inserting in lieu thereof the following:

“From and after the Merger, Borrower shall continue to own directly or indirectly not less than eighty percent (80.0%) of CVOP I.”

(e)By deleting the paragraph immediately following §8.2(x) in its entirety, and inserting in lieu thereof the following:

“Notwithstanding anything in this Agreement to the contrary, (u) 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) and (vi) provided that CVOP II or, from and after the Merger, CVOP I may create or incur or suffer to be created or incurred or to exist any Lien contemplated by §8.2(iii)(B), (v) the Borrower shall not create or suffer to be created or incurred or to exist any Lien on any of its properties or assets, other than Liens contemplated in §8.2(i)(A), (v) and (vi), (w) from and after the Merger, NewCo shall not create or incur or suffer to be created or incurred any Lien on its interest in CVOP II, (x) from and after the CVOP I Transfer, CVOP II shall not create or suffer to be created or incurred any Lien on its interest in CVOP I, (y) the Borrower shall not create or incur or suffer to be created or incurred any Lien on its interest in CVOP II or, from and after the Merger, NewCo, and (z) no Subsidiary of the 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.”

(f)By adding the following new sentence at the end of §8.4:

“Notwithstanding the foregoing, the CVOP I Transfer may occur within ten (10) calendar days of the Merger so long as (1) no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, and (2) the Agent reviews and approves any entity formation documents, organizational agreements, modifications to organizational agreements and transfer and assignment documents relating thereto, which approval shall not be unreasonably withheld conditioned or delayed.”

(g)By inserting Schedule 1.5 attached hereto as Schedule 1.5 of the Loan Agreement.

3. References to Amended Documents. All references in the Loan Documents to the Loan Agreement and the Guaranty amended in connection with this Amendment shall be deemed a reference to the Loan Agreement and the Guaranty as modified and amended herein.

4. Consent of Borrower and Guarantors. By execution of this Amendment, Guarantors hereby expressly consent to the modifications and amendments relating to the Loan Agreement as set forth herein, and Borrower and Guarantors hereby acknowledge, represent and agree that the Loan Agreement, as modified and amended herein, and the other Loan Documents, remain in full force and effect and constitute the valid and legally binding obligation of Borrower and Guarantors, respectively, enforceable against such Persons in accordance with their respective terms, and that the Guaranty extends to and applies to the foregoing documents as modified and amended.

5. Representations. Borrower and Guarantors represent and warrant to Agent and the Lenders as follows:

(a) Authorization. The execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of such Persons, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of such Persons is subject or any judgment, order, writ, injunction, license or permit applicable to such Persons, (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 or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any mortgage, indenture, agreement, contract or other instrument binding upon, any of such Persons or any of its properties or to which any of such Persons is subject, and (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 Persons, other than the liens and encumbrances created by the Loan Documents.

(b) Enforceability. The execution and delivery of this Amendment are valid and legally binding obligations of Borrower and Guarantors enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and the effect of general principles of equity.

(c) Approvals. The execution, delivery and performance of this Amendment and the transactions contemplated hereby do not require the approval or consent of or approval of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained.

(d) Reaffirmation. Borrower and Guarantors reaffirm and restate as of the date hereof each and every representation and warranty made by the Borrower, the Guarantors and their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Persons in connection therewith except for representations or warranties that expressly relate to an earlier date.

6. No Default. By execution hereof, the Borrower and Guarantors certify that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after the execution and delivery of this Amendment, and that no Default or Event of Default has occurred and is continuing.

7. Waiver of Claims. Borrower and Guarantors acknowledge, represent and agree that Borrower and Guarantors as of the date hereof have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to the Loan Documents, the administration or funding of the Loans or with respect to any acts or omissions of Agent or any of the Lenders, or any past or present officers, agents or employees of Agent or any of the Lenders, and each of Borrower and Guarantors does hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action, if any.

8. Ratification. Except as hereinabove set forth or in any other document previously executed or executed in connection herewith, all terms, covenants and provisions of the Loan Agreement, the Guaranty and the other Loan Documents remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Loan Agreement, the Guaranty and other Loan Documents as modified and amended herein and therein. Guarantors hereby consent to the terms of this Amendment and ratify the Guaranty. Nothing in this Amendment or any other document delivered in connection herewith shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents (including without limitation the Guaranty). This Amendment shall constitute a Loan Document.

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

10. Miscellaneous. THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Loan Agreement.

11. Effective Date. The obligations of the undersigned parties under Section 2 of this Amendment shall be deemed effective and in full force and effect (the “Effective Date”) only upon confirmation by the Agent of the satisfaction of the following conditions:

(a) the execution and delivery of this Amendment by Borrower, Guarantors, Agent and the Required Lenders;

(b) that the Borrower shall pay contemporaneously with the Effective Date all fees (including legal fees) due and payable with respect to this Amendment; and

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IN WITNESS WHEREOF, the parties hereto have hereto set their hands and affixed their seals as of the day and year first above written.

BORROWER:

XXXXXX VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation

By:/s/ Xxx X. Xxxxx

Name: Xxx X. Xxxxx

Title: Chief Financial Officer and Treasurer

(CORPORATE SEAL)

CVOP II:

XXXXXX VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership


By:	Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner

By:/s/ Xxx X. Xxxxx

Name: Xxx X. Xxxxx

Title: Chief Financial Officer and Treasurer

(CORPORATE SEAL)

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

SUBSIDIARY GUARANTORS:

XX-00000 XXXXXXXXX XXXXX, XXX,

XXXX-0000 XXXXX AVENUE, LLC,

HEALTH CARE XX-000 XXXXXXXX XXXXXXXXX, XXX,

XXXX-000 YORK STREET, LLC,

XXXX-0000 XXXX XXXXX XXXXXX, XXX,

XXXX-0000 INDIAN CREEK PARKWAY, LLC,

DCII-505 X. XXXXXXX STREET, LLC,

XXXX-00 XXXXXXXX XXXXX, XXX,

XXXX-000 EAST MEDICAL CENTER BLVD., LLC,

HCII-15 ENTERPRISE DRIVE, LLC,

XXXX-00 XXXXXXXX XXXXXXXXX, XXX,

XXXX-000 FIRST PARK DRIVE, LLC,

XXXX-0000 XXXXXXX XXXXX, XXX,

XXXX-000 XXXXXXX XXXXXX XXXX XXXX, XXX,

XXXX-0000 CENTURY BOULEVARD, LLC,

XXXX-000 XXXXXXXX XXXXX, XXX,

XXXX-0000-0000 XXXXX ROAD, LLC,

XXXX-0000 XXXXXXX XXXXX, XXX,

XXXX-0000 PAPILLION PARKWAY, LLC,

HCII-HERITAGE PARK, LLC,

HCII-HPI HEALTHCARE PORTFOLIO, LLC,

HCII-750 12TH AVENUE, LLC,

DCII-700 AUSTIN AVENUE, LLC,

HCII XXX-0000 XX 00XX XXXXXX, LLC,

HCII HPI-1616 X. XXXXX AVENUE, LLC,

HCII XXX-0000 00XX XXXXXX, XXX,

HCII HPI-300 NW 32ND STREET, LLC,

HCII XXX-0000 XX 00XX XXXXXX, LLC, and

HCII XXX-0000 XX 00XX XXXXXX, LLC,

each a Delaware limited liability company


By:	Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership


By:	Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner

By:/s/ Xxx X.Xxxxx

Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer

(SEAL)

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

XXXX-0000 XXXXXXXX XXXXX, XXX,

XXXX-0000 XXXX XXXXXXXXX BOULEVARD, LLC,

XXXX-000 XXXXXX XXXXX, XXX,

XXXX-00000 NORTH PORTLAND AVENUE, LLC,

DCII-400 MINUTEMAN ROAD, LLC,

DCII-2601 W. BROADWAY ROAD, LLC,

C&Y PARTNERS, LLC,

DCII-1501 OPUS PLACE, LLC,

DCII-10309 XXXXXX BLVD., LLC,

XXXX-0000 XXXXX XXXXXX, XXX,

XXXX-0000 CROSSBEAM DRIVE, LLC,

XXXX-0000 XXXXX XXXX, XXX,

XXXX-0000 GOVERNORS HILL DRIVE, LLC,

XXXX-0000 XXXXX XXXX XX, XXX,

XXXX-0000 XX XXXXXXXX HILL ROAD, LLC,

DCII-2005 EAST TECHNOLOGY CIRCLE, LLC,

XXXX-0000 X. XXXXXXXXXX XXXXXX, XXX,

XXXXX-XXX-00000 SUN CENTER DRIVE, LLC,

DCPII-SAC-3065 GOLD CAMP DRIVE, LLC,

DCII-4121 XXXXXXXXX XXXXXX XXXXX, XXX,

XXXX-0000 WEST HEBRON PARKWAY, LLC,

HCII-455 PARK GROVE DRIVE, LLC,

XXXX-000 XXXXXX XXX, XXX,

XXXX-0000 4TH STREET, LLC,

XXXX-000 X. XXXXXX XXXXXX XXXXXX, XXX,

XXXX-0000 HILLS AND DALES ROAD NW, LLC,

XXXX-0&0 XXXXXXX XXXX XXXXX, XXX,

XXXX-0000 NORTH MAIN STREET, LLC,

XXXX-000 XXXXXXXX XXX XXXXXX, XXX,

XXXX-00000 X-00 XXXXXXXX XXXX, XXX,

XXXX-0000 AND 0000 XXXXX XXX XXXXXX, XXX, and

HCII-12499 UNIVERSITY AVENUE, LLC,

each a Delaware limited liability company


By:	Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership


By:	Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner

By:/s/ Xxx X. Xxxxx

Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer

(SEAL)

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

HCII-30 PINNACLE DRIVE PA, LP, a Delaware limited partnership


By:	HCII-30 Pinnacle Drive, LLC, a Delaware limited liability company, its general partner


By:	Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership, its sole member


By:	Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its General Partner

By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer

(SEAL)

XXXX-0000 XXXXXXX XXXXXXXXX XX, LP, a Delaware limited partnership


By:	HCII-2752 Century Boulevard, LLC, a Delaware limited liability company, its general partner


By:	Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership, its sole member


By:	Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its General Partner

By:/s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer

(SEAL)

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

HCII-110 CHARLOIS BOULEVARD, LP, a Delaware limited partnership


By:	Health Care II-110 Charlois Boulevard, LLC, a Delaware limited liability company, its general partner


By:	Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership, its sole member


By:	Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its General Partner

By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer

(SEAL)

XXXX-0000 XXXXXXXXX XX., LP, a Delaware limited partnership


By:	DCII-1400 Crossbeam Drive, LLC, a Delaware limited liability company, its general partner


By:	Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership, its sole member


By:	Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its General Partner

By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer

(SEAL)

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

AGENT AND LENDERS:

KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Agent

By: /s/ Xxxxxxx Xxxxxxxxxxx

Name: Xxxxxxx Xxxxxxxxxxx

Title: Vice President

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

BBVA USA, an Alabama banking corporation f/k/a Compass Bank, individually as a Lender and as a Co-Syndication Agent

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Senior Vice President

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

BMO XXXXXX BANK, N.A.

By: /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Director

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent

By: /s/ Xxxxx Xxxx

Name: Xxxxx Xxxx

Title: Vice President

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent

By: /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title: Director

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender

By: /s/ Xxxxxxxx Xxxx

Name: Xxxxxxxx Xxxx

Title: VP

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

RENASANT BANK

By: /s/ Xxxxx Xxxxxxxx

Name: Xxxxx Xxxxxxxx

Title: EVP

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

CADENCE BANK, N.A.

By:/s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Senior Vice President

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

EASTERN BANK

By: /s/ Xxxxx X. Xxxx

Name: Xxxxx X. Xxxx

Title: Senior Vice President

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

FIRST TENNESSEE BANK NATIONAL ASSOCIATION

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: Senior Vice President

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

TEXAS CAPITAL BANK, N.A.

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Senior Vice President

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

WOODFOREST NATIONAL BANK, a national banking association

By: /s/ Xxxxx Xxxxxxxx

Name: Xxxxx Xxxxxxxx

Title:Senior Vice President - Commercial Banking

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

AMERICAN MOMENTUM BANK

By: /s/ Xxxxxx Xxxx

Name: Xxxxxx Xxxx

Title: Sr. Vice President

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

XXXXXXX XXXXXXX BANK, individually as a Lender

By: /s/ Xxxxx X. Xxxxxxx

Name: Xxxxx X. Xxxxxxx

Title: Senior Vice President

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

SYNOVUS BANK

By: /s/ Xxxxx X. Xxxxxx

Name: Xxxxx X. Xxxxxx

Title: Director

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

VALLEY NATIONAL BANK, a national banking association

By: /s/ Xxxxxxxx Xxxxxx

Name: Xxxxxxxx Xxxxxx

Title: VP

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KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

PROVIDENCE BANK, dba PREMIER BANK TEXAS

By: /s/ Xxxxxx Xxxxxxxx

Name: Xxxxxx Xxxxxxxx

Title: SVP

KeyBank/CV Reit II: Signature Page to First Amendment to Term Loan Agreement

SCHEDULE 1.5

CVOP I Transfer

Schedule 1.5

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Table of Contents

FIRST AMENDMENT TO TERM LOAN AGREEMENT

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