Amended and REstated REVOLVING NOTE
$60,000,000.00 April 30, 2025
FOR VALUE RECEIVED, the undersigned, EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP, a limited partnership formed under the laws of the state of Delaware (the “Borrower”) hereby unconditionally promises to pay to FIFTH THIRD BANK, NATIONAL ASSOCIATION or its registered assigns (the “Lender”), in care of Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), to its address as 600 South 4th Street, 10th Floor, Minneapolis, Minnesota 55415 or at such other address as may be specified by the Administrative Agent to the Borrower, the principal sum of SIXTY MILLION AND 0/100 DOLLARS ($60,000,000.00) (or such lesser amount as shall equal the aggregate unpaid principal amount of Revolving Loans made by the Lender to the Borrower under the Credit Agreement (defined below)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement.
This Amended and Restated Revolving Note (this “Revolving Note”) is one of the “Revolving Notes” referred to in the Credit Agreement dated as of May 30, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, ExchangeRight Income Fund, d/b/a ExchangeRight Essential Income REIT, a real estate investment trust formed under the laws of the state of Maryland (the “Parent”), the financial institutions party thereto and their assignees under Section 12.5. thereof, the Administrative Agent, and the other parties thereto, and is subject to, and entitled to, all provisions and benefits thereof. Capitalized terms used herein and not defined herein shall have the respective meanings given to such terms in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Revolving Note upon the occurrence of certain events and for prepayments of Revolving Loans upon the terms and conditions specified therein.
The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.
Time is of the essence for this Revolving Note.
This Revolving Note is given in replacement of the Revolving Note dated July 23, 2024 (the “Existing Revolving Note”), in the original principal amount of $25,000,000 previously issued by the Borrower to the Lender pursuant to the Credit Agreement. This Revolving Note amends and restates in its entirety the terms, obligations, agreements, conditions and covenants set forth in the Existing Revolving Note. THIS REVOLVING NOTE IS NOT INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER OR IN CONNECTION WITH THE EXISTING REVOLVING NOTE.
THIS REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
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