COMMITMENT INCREASE AGREEMENT

THIS COMMITMENT INCREASE AGREEMENT , effective as of December 20, 2018 (this “ Agreement ”), is by and among GRIFFIN-AMERICAN HEALTHCARE REIT III HOLDINGS, LP , a Delaware limited partnership (the “ Borrower ”), GRIFFIN-AMERICAN HEALTHCARE REIT III, INC. , a Maryland corporation (the “ Parent ”), the Subsidiary Guarantors identified on the signature pages hereto, and BANK OF AMERICA, N.A. , as Administrative Agent and the Increasing Lender.

W I T N E S E T H

WHEREAS, a $550,000,000 (which amount may be increased to the amount of $1,000,000,000) credit facility consisting of (a) a revolving credit facility in an amount of Three Hundred Million Dollars ($300,000,000) (the “ Revolving Credit Facility ”) and (b) a term loan facility in the amount of Two Hundred and Fifty Million Dollars ($250,000,000) (the “ Term Loan Facility ” and together with the Revolving Credit Facility, the “ Credit Facilities ”) was established pursuant to that Credit Agreement dated as of February 3, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) among the Borrower, the Parent, certain subsidiaries of the Parent identified therein as Guarantors, the Lenders identified therein, Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and KeyBank, National Association, as a Swing Line Lender and an L/C Issuer; and

WHEREAS, the Borrower has requested an increase in the Revolving Credit Facility in an aggregate amount equal to $25,000,000 pursuant to the provisions of Section 2.01(e ) of the Credit Agreement (the “ Commitment Increase ”) and the applicable Lender party to this Agreement (the “ Increasing Lender ”) has agreed to provide such Commitment Increase on the terms and conditions provided herein.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

PART 1
DEFINITIONS

SUBPART 1.1      Definitions . Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement.

PART 2
SUPPLEMENT TO SCHEDULES TO

CREDIT AGREEMENT

    

SUBPART 2.1 Schedule 2.01 to the Credit Agreement is hereby supplemented and replaced in its entirety in the form attached hereto as Annex I .

SUBPART 2.2 Schedule 5.10 to the Credit Agreement is hereby supplemented and replaced in its entirety in the form attached hereto as Annex II .

SUBPART 2.3 Schedule 5.11 to the Credit Agreement is hereby supplemented and replaced in its entirety in the form attached hereto as Annex III .

PART 3
CONDITIONS TO EFFECTIVENESS

SUBPART 3.1      Commitment Increase Effective Date . This Agreement shall be and become effective as of the date hereof (the “ Commitment Increase Effective Date ”) when all of the conditions set forth in this Part 3 shall have been satisfied.

SUBPART 3.2         Execution of Counterparts of Agreement . The Administrative Agent shall have received counterparts (or other evidence of execution, including telephonic message or other electronic imaging means, satisfactory to the Administrative Agent) of this Agreement, which collectively shall have been duly executed on behalf of the Borrower, the Parent, the Subsidiary Guarantors, the Increasing Lender and the Administrative Agent.

SUBPART 3.3     Execution of Notes . The Administrative Agent shall have received new or amended and restated Notes (to the extent requested by the Increasing Lender) duly executed by the Borrower to reflect the Commitment Increase hereunder.

SUBPART 3.4     Opinions of Counsel . The Administrative Agent shall have received opinions of counsel, in form and substance reasonably satisfactory to the Administrative Agent, of (i) Cox, Castle & Nicholson LLP, special New York and Delaware counsel for the Credit Parties and (ii) Venable LLP, special local counsel for the Credit Parties for the state of Maryland, in each case addressed to the Administrative Agent and the Lenders.

SUBPART 3.5     Officer’s Certificates . The Administrative Agent shall have received certificates of responsible officers or directors (as appropriate based on the applicable jurisdiction of organization) of the Credit Parties (i) attaching copies of the Organization Documents certified by a secretary or assistant secretary to be true and correct as of the date hereof (or, if such Organization Documents have not been amended, modified or supplemented since such Organization Documents were last certified and delivered to the Administrative Agent, certifying that such Organization Documents have not been amended, modified or supplemented since such delivery and remain true, correct and complete and in full force and effect as of the date hereof), (ii) attaching copies of the resolutions of its board of directors or managers (or analogous governing body) approving and adopting the transactions contemplated by this Agreement, and authorizing the execution and delivery thereof (which in each case may be included in the resolutions approving the Credit Agreement and the transactions contemplated thereby), certified by a secretary or assistant secretary to be true and correct as of the date hereof; (iii) attaching an incumbency certification identifying the responsible officers that are authorized to execute this Agreement and related documents and to act on their behalf in connection with this Agreement

and the Credit Documents, and (iv)  certifying that (A) each Credit Party is in compliance in all material respects with all existing financial obligations (whether pursuant to the terms and conditions of the Credit Agreement or otherwise), (B) all governmental, stockholder and third party consents and approvals, if any, with respect to this Agreement and the transactions contemplated hereby have been obtained, (C) no action, suit, investigation or proceeding is pending, or to the knowledge of the Credit Parties threatened, in any court or before any arbitrator or governmental instrumentality that purports to affect any Consolidated Party or any transaction contemplated by the Credit Documents, if such action, suit, investigation or proceeding could have a Material Adverse Effect, (D) immediately prior to and following the transactions contemplated herein, each of the Credit Parties shall be Solvent, and (E) before and after giving effect to such Commitment Increase, (I) no Default or Event of Default shall exist immediately before or immediately after giving effect to this Agreement and the Commitment Increase hereunder and (II) the representations and warranties of each Credit Party contained in Article V of the Credit Agreement or any other Credit Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality, in which case such representation and warranty was true and correct in all respects) as of such earlier date.

SUBPART 3.6      KYC . Receipt by the Administrative Agent of, at least five days prior to the Commitment Increase Effective Date, all documentation and other information requested by the Administrative Agent under applicable “know your customer” or anti‑money laundering rules, regulations or policies, including the Patriot Act.

SUBPART 3.7     Fees and Expenses . Payment by the Credit Parties to the Administrative Agent of all fees and expenses relating to the preparation, execution and delivery of this Agreement which are due and payable on the Commitment Increase Effective Date.

PART 4
MISCELLANEOUS

SUBPART 4.1 Construction . This Agreement is a Credit Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Credit Agreement.

SUBPART 4.2 Representations and Warranties . Each Credit Party hereby represents and warrants that it: (a) has the requisite corporate power and authority to execute, deliver and perform this Agreement, and (b) is duly authorized to, and has been authorized by all necessary corporate action, to execute, deliver and perform this Agreement, (c) after giving effect to this Agreement, the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects on and as of the date hereof upon giving effect to this Agreement as though made on and as of such date (except for those which expressly relate to an earlier date) and (d) no Default or Event of Default exists under the Credit Agreement on and as of the date hereof upon giving effect to this Agreement.

SUBPART 4.3 Increasing Lender Acknowledgment and Agreement . The Increasing Lender acknowledges and agrees to an increase in its respective Revolving Commitment as shown on Schedule 2.01 , as revised and attached hereto as Annex I.

SUBPART 4.4 Counterparts . This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed original counterpart of this Agreement.

SUBPART 4.5 Binding Effect . This Agreement, the Credit Agreement and the other Credit Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof. These Credit 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. Except as expressly modified and amended in this Agreement, all the terms, provisions and conditions of the Credit Documents shall remain unchanged and shall continue in full force and effect.

SUBPART 4.6 GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SUBPART 4.7 Severability . If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

SUBPART 4.8 Affirmation . Except as specifically amended above, the Credit Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are hereby ratified and confirmed in all respects by the Credit Parties. Each Credit Party covenants and agrees to comply with all of the terms, covenants and conditions of the Credit Agreement, as otherwise waived, consented to and amended hereby, notwithstanding any prior course of conduct, waivers, releases or other actions or inactions on Lenders’ part which might otherwise constitute or be construed as a waiver of or amendment to such terms, covenants and conditions.

SUBPART 4.9 No Waiver . The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided in this Agreement, operate as a waiver of any right, power or remedy of Lenders, nor constitute a waiver of any provision of any Credit Document or any other documents, instruments and agreements executed or delivered in connection with any of the foregoing. Except as otherwise provided for in this Agreement, nothing herein is intended or shall be construed as a waiver of any existing Defaults or Events of Default under the Credit Documents or any of Lenders’ rights and remedies in respect of such Defaults or Events of Default.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF , each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

GAHC3 BATESVILLE MS ALF, LLC,

GAHC3 CLEVELAND MS ALF, LLC,

GAHC3 SPRINGDALE AR ALF, LLC,

each, a Delaware limited liability company

GAHC3 LONGVIEW TX MEDICAL PLAZA, LLC,

GAHC3 LONGVIEW TX INSTITUTE MOB, LLC,

GAHC3 LONGVIEW TX CSC MOB, LLC,

GAHC3 LONGVIEW TX OCCUPATIONAL MOB, LLC,

GAHC3 LONGVIEW TX OUTPATIENT MOB I, LLC,

GAHC3 LONGVIEW TX OUTPATIENT MOB II, LLC,

GAHC3 MARSHALL TX MOB, LLC,
each, a Delaware limited liability company

GAHC3 SOUTHGATE KY MOB, LLC,

GAHC3 SOMERVILLE MA MOB, LLC,

GAHC3 MORRISTOWN NJ MOB, LLC,

GAHC3 VERONA NJ MOB, LLC,

GAHC3 BRONX NY MOB, LLC,
each, a Delaware limited liability company

GAHC3 OLYMPIA FIELDS IL MOB, LLC,

GAHC3 COLUMBUS OH MOB, LLC,

GAHC3 MOUNT DORA FL MOB, LLC,
each, a Delaware limited liability company

GAHC3 MOORESVILLE NC ALF, LP,

GAHC3 NORTH RALEIGH NC ALF, LP,

GAHC3 WAKE FOREST NC ALF, LP,

GAHC3 CLEMMONS NC ALF, LP,

GAHC3 HUNTERSVILLE NC ALF, LP

GAHC3 MINT HILL NC ALF, LP,
each, a Delaware limited partnership

GAHC3 DURANGO CO MEDICAL CENTER, LLC,

GAHC3 KELLER TX MOB, LLC,

GAHC3 WHARTON TX MOB, LLC,

GAHC3 FRIENDSWOOD TX MOB, LLC,
each, a Delaware limited liability company

GAHC3 KINGWOOD TX MOB I, LLC,

GAHC3 KINGWOOD TX MOB II, LLC,
each, a Delaware limited liability company

GAHC3 WATERLOO IL MOB & IMAGING CENTER, LLC,

GAHC3 WATERLOO IL SURGERY CENTER, LLC,

GAHC3 WATERLOO IL DIALYSIS CENTER, LLC,
each, a Delaware limited liability company

GAHC3 95TH NAPERVILLE IL MOB, LLC,

GAHC3 OGDEN NAPERVILLE IL MOB, LLC,
each, a Delaware limited liability company

GAHC3 OMAHA NE ALF, LLC,

GAHC3 BENNINGTON NE ALF, LLC,
each, a Delaware limited liability company

GAHC3 BRAINTREE MA SNF, LLC,

GAHC3 BRIGHTON MA SNF, LLC,

GAHC3 DUXBURY MA SNF, LLC,

GAHC3 HINGHAM MA SNF, LLC,

GAHC3 WEYMOUTH MA SNF, LLC,
each, a Delaware limited liability company

GAHC3 NORWICH CT MOB I, LLC,

GAHC3 NORWICH CT MOB II, LLC,
each, a Delaware limited liability company

GAHC3 HOBART IN ALF, LLC,

GAHC3 EKHART IN ILF, LLC,

GAHC3 EKHART IN ALF, LLC,

GAHC3 NILES MI ALF, LLC,

GAHC3 LAPORTE IN ALF, LLC,
each, a Delaware limited liability company

GAHC3 BOYERTOWN PA ALF, LLC,

GAHC3 YORK PA ALF, LLC,

GAHC3 PALMYRA PA ALF, LLC,
each, a Delaware limited liability company

BANK OF AMERICA, N.A., as the Administrative Agent and

the Increasing Lender

AMENDED AND RESTATED REVOLVING NOTE

December 20, 2018

FOR VALUE RECEIVED, the undersigned (the “ Borrower ”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “ Lender ”), in accordance with the terms and conditions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”), dated as of February 3, 2016 by and among the Borrower, the Guarantors party thereto, the Lenders identified therein, Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer and KeyBank, National Association, as a Swing Line Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in the currency in which such Revolving Loan was denominated and in Same Day Funds at the Administrative Agent’s Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Revolving Note is one of the Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving Note, upon written notice to the Borrower, may be declared to be, immediately due and payable all as provided in the Credit Agreement. Revolving Loans made by the Lender may be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto.

This Revolving Note amends and restates an existing Revolving Note dated February 3, 2016 (the “ Existing Note ”), issued to the Lender pursuant to the Credit Agreement and this Revolving Note is given as a continuation, rearrangement and extension, and not a novation, release or satisfaction, of the Existing Note, and the issuance and delivery of this Revolving Note is in substitution for the Existing Note.

Except as otherwise provided for in the Credit Agreement, the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Revolving Note.

THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

GRIFFIN-AMERICAN HEALTHCARE

REIT III HOLDINGS, LP