Exhibit 10.1


 







 



 


MORTGAGE LOAN AGREEMENT


 





 



 


Dated as of September 23, 2020


 


Among


 


EYP REALTY, LLC,


as Borrower,


 


and


 


MORGAN STANLEY BANK, N.A. and


WELLS FARGO BANK, NATIONAL ASSOCIATION,


individually or collectively,
as the context may require, 

as Lenders


 





 



 




ERNST & YOUNG
PLAZA


 





 



 






     


     


    

 





TABLE OF CONTENTS


 


	 	Page




 





	ARTICLE
    1. DEFINITIONS; PRINCIPLES OF CONSTRUCTION	1
	 	 
	Section
    1.1.	Definitions	1
	Section
    1.2.	Principles
    of Construction	46
	 	 	 
	ARTICLE
    2. GENERAL TERMS	47
	 	 
	Section
    2.1.	Loan
    Commitment	47
	Section
    2.2.	The
    Loan	47
	Section
    2.3.	Disbursement
    to Borrower	47
	Section
    2.4.	The
    Note and the Other Loan Documents	47
	Section
    2.5.	Interest
    Rate	47
	Section
    2.6.	Loan
    Payments	53
	Section
    2.7.	Prepayments	56
	Section
    2.8.	Interest
    Rate Cap Agreement	57
	Section
    2.9.	Extension
of the Maturity Date	60
	Section
    2.10. 	Components
    of the Loan	61
	Section
    2.11. 	Upfront
    Fee	61
	 	 	 
	ARTICLE
    3. REPRESENTATIONS AND WARRANTIES 	62
	 	 
	Section
    3.1.	Legal
    Status and Authority	62
	Section
    3.2.	Validity
    of Documents	62
	Section
    3.3.	Litigation	63
	Section
    3.4.	Agreements	63
	Section
    3.5.	Financial
    Condition	63
	Section
    3.6.	Previously-Owned
    Property	63
	Section
    3.7.	No
    Plan Assets	63
	Section
    3.8.	Not
    a Foreign Person	64
	Section
    3.9.	[Intentionally
    Omitted]	64
	Section
    3.10. 	Business
    Purposes	64
	Section
    3.11. 	Principal
    Place of Business	64
	Section
    3.12. 	Status
    of Property	64
	Section
    3.13. 	Financial
    Information	66
	Section
    3.14. 	Condemnation	66
	Section
    3.15. 	Separate
    Lots	66
	Section
    3.16. 	Insurance	66
	Section
    3.17. 	Use
    of Property	66
	Section
    3.18. 	Leases	66
	Section
    3.19. 	Filing
    and Recording Taxes	67
	Section
    3.20. 	Management
    Agreement	67
	Section
    3.21. 	Illegal
    Activity/Forfeiture	67
	Section
    3.22. 	Taxes	67
	Section
    3.23. 	[Intentionally
    Omitted]	67
	Section
    3.24. 	Third
    Party Representations	67
	Section
    3.25. 	Parking
    Management Agreements	67
	Section
    3.26. 	Federal
    Reserve Regulations	67
	Section
    3.27. 	Investment
    Company Act	68


 






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	Section
    3.28. 	Fraudulent
    Conveyance	68
	Section
    3.29. 	Embargoed
    Person	68
	Section
    3.30. 	Patriot
    Act and OFAC Regulations	69
	Section
    3.31. 	Organizational
    Chart	69
	Section
    3.32. 	Bank
    Holding Company	69
	Section
    3.33. 	[Intentionally
    Omitted]	69
	Section
    3.34.	[Intentionally
    Omitted]	69
	Section
    3.35. 	No
    Material Agreements	69
	Section
    3.36. 	Ernst
    & Young Plaza Integration Agreements	70
	Section
    3.37.	Co-Tenancy
    Agreement	70
	Section
    3.38.	No
    Change in Facts or Circumstances; Disclosure	70
	 	 	 
	ARTICLE
    4. COVENANTS	71
	 	 
	Section
    4.1.	Existence	71
	Section
    4.2.	Legal
    Requirements	71
	Section
    4.3.	Required
    Repairs; Maintenance and Use of Property; Completion	72
	Section
    4.4.	Waste	72
	Section
    4.5.	Property
    Taxes and Other Charges	72
	Section
    4.6.	Litigation	73
	Section
    4.7.	Access
    to Property	73
	Section
    4.8.	Notice
    of Default	73
	Section
    4.9.	Cooperate
    in Legal Proceedings	73
	Section
    4.10. 	Performance
    of Loan Documents	73
	Section
    4.11. 	[Intentionally
    Omitted]	74
	Section
    4.12. 	Books
    and Records	74
	Section
    4.13.	Estoppel
    Certificates	75
	Section
    4.14.	Leases
    and Rents	76
	Section
    4.15. 	Management
    Agreement	78
	Section
    4.16. 	Payment
    for Labor and Materials	79
	Section
    4.17. 	Performance
    of Other Agreements	80
	Section
    4.18. 	Debt
    Cancellation	80
	Section
    4.19. 	ERISA	80
	Section
    4.20. 	No
    Joint Assessment	80
	Section
    4.21. 	Alterations	81
	Section
    4.22.	Parking
    Management Agreements	81
	Section
    4.23.	Appraisals	83
	Section
    4.24. 	Collective
    Bargaining Agreements	83
	Section
    4.25. 	[Intentionally
    Omitted]	83
	Section
    4.26. 	CFIUS
    Covenants	83
	Section
    4.27. 	[Intentionally
    Omitted.]	83
	Section
    4.28. 	Ernst
    & Young Plaza Integration Agreements	83
	Section
    4.29.	Material
    Agreements	84



 






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	ARTICLE
    5. ENTITY COVENANTS	85
	Section
    5.1.	Single
    Purpose Entity/Separateness	85
	Section
    5.2.	Independent
    Manager	90
	Section
    5.3.	Change
    of Name, Identity or Structure	92
	Section
    5.4.	Business
    and Operations	92
	Section
    5.5.	Recycled
    Entity	92
	 	 	 
	ARTICLE
    6. NO SALE OR ENCUMBRANCE	93
	 	 
	Section
    6.1.	Transfer
    Definitions	93
	Section
    6.2.	No
    Sale/Encumbrance	93
	Section
    6.3.	Permitted
    Transfers	94
	Section
    6.4.	Permitted
    Assumptions	97
	Section
    6.5.	Replacement
    Mezzanine Loan Option	100
	Section
    6.6.	Economic
    Sanctions, Anti-Money Laundering, OFAC, Patriot Act and Transfers	102
	 	 	 
	ARTICLE
    7. INSURANCE; CASUALTY; CONDEMNATION; RESTORATION	102
	 	 
	Section
    7.1.	Insurance	102
	Section
    7.2.	Casualty	111
	Section
    7.3.	Condemnation	112
	Section
    7.4.	Restoration	112
	 	 	 
	ARTICLE
    8. RESERVE FUNDS	117
	 	 
	Section
    8.1.	[Intentionally
    Omitted]	117
	Section
    8.2.	Leasing
    Reserve Funds	117
	Section
    8.3.	GSA
    Tenant Space Leasing Reserve Funds.	119
	Section
    8.4.	Operating
    Expense Funds	119
	Section
    8.5.	Excess
    Cash Flow Funds	120
	Section
    8.6.	Tax
    and Insurance Funds	121
	Section
    8.7.	Free
    Rent Reserve Funds	122
	Section
    8.8.	Discounted/Free
    Parking Reserve Funds	123
	Section
    8.9.	Parking
    Rent Shortfall Reserve Funds	123
	Section
    8.10. 	Assessments
    Reserve Funds	124
	Section
    8.11. 	The
    Accounts Generally	125
	Section
    8.12. 	Letters
    of Credit	128
	 	 	 
	ARTICLE
    9. CASH MANAGEMENT	129
	 	 
	Section
    9.1.	Establishment
    of Certain Accounts	129
	Section
    9.2.	Deposits
    into the Restricted Account; Maintenance of Restricted Account	129
	Section
    9.3.	Disbursements
    from the Cash Management Account	131
	Section
    9.4.	Withdrawals
    from the Debt Service Account	133
	Section
    9.5.	Withdrawals
from the Custodial Funds Account	133
	Section
    9.6.	Withdrawals
    from the Mezzanine Debt Service Account	133
	Section
    9.7.	Payments
    Received Under this Agreement	133
	Section
    9.8.	Distributions
    to Mezzanine Borrower	133



 






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	Section
    9.9.	Lender
    Reliance	133
	Section
    9.10. 	Cure
    of Certain Trigger Periods	134
	 	 	 
	ARTICLE
    10. EVENTS OF DEFAULT; REMEDIES	135
	 	 
	Section
    10.1.	Event
    of Default	135
	Section
    10.2. 	Remedies	139
	 	 	 
	ARTICLE
    11. SECONDARY MARKET	141
	 	 
	Section
    11.1. 	Securitization	141
	Section
    11.2.	Disclosure	145
	Section
    11.3. 	Reserves/Escrows	148
	Section
    11.4. 	Intentionally
    Omitted	148
	Section
    11.5. 	Rating
    Agency Costs	148
	Section
    11.6.	Syndication	148
	Section
    11.7. 	Costs
and Expenses	152
	 	 	 
	ARTICLE
    12. INDEMNIFICATIONS	152
	 	 
	Section
    12.1. 	General
    Indemnification	152
	Section
    12.2. 	Mortgage
    and Intangible Tax Indemnification	153
	Section
    12.3. 	ERISA
    Indemnification	153
	Section
    12.4.	Duty
    to Defend, Legal Fees and Other Fees and Expenses	153
	Section
    12.5. 	Survival	154
	Section
    12.6.	Environmental
    Indemnity	154
	 	 	 
	ARTICLE
    13. EXCULPATION	154
	 	 
	Section
    13.1. 	Exculpation	154
	 	 	 
	ARTICLE
    14. NOTICES	159
	 	 
	Section
    14.1. 	Notices	159
	 	 	 
	ARTICLE
    15. FURTHER ASSURANCES	160
	 	 
	Section
    15.1. 	Replacement
    Documents	160
	Section
    15.2. 	Recording
    of Security Instrument, etc.	161
	Section
    15.3. 	Further
    Acts, etc.	161
	Section
    15.4. 	Changes
    in Tax, Debt, Credit and Documentary Stamp Laws	162
	 	 	 
	ARTICLE
    16. WAIVERS	162
	 	 
	Section
    16.1.	Remedies
    Cumulative; Waivers	162
	Section
    16.2. 	Modification,
    Waiver, Consents and Approvals in Writing	163
	Section
    16.3. 	Delay
    Not a Waiver	163
	Section
    16.4. 	Waiver
    of Trial by Jury	163
	Section
    16.5. 	Waiver
    of Notice	163
	Section
    16.6. 	Remedies
    of Borrower	164
	Section
    16.7. 	Marshalling
    and Other Matters	164
	Section
    16.8. 	Waiver
    of Statute of Limitations	164
	Section
    16.9. 	Waiver
    of Counterclaim	164
	Section
    16.10. 	Sole
    Discretion of Lender	164



 









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	ARTICLE
    17. MISCELLANEOUS	165
	 	 
	Section
    17.1. 	Survival	165
	Section
    17.2. 	Governing
    Law	165
	Section
    17.3. 	Headings	166
	Section
    17.4. 	Severability	167
	Section
    17.5. 	Preferences	167
	Section
    17.6. 	Expenses	167
	Section
    17.7. 	Cost
    of Enforcement	168
	Section
    17.8. 	Schedules
    and Exhibits Incorporated	169
	Section
    17.9. 	Offsets,
    Counterclaims and Defenses	169
	Section
    17.10. 	No
    Joint Venture or Partnership; No Third Party Beneficiaries; Non Liability of Lenders	169
	Section
    17.11. 	Publicity;
    Confidentiality	170
	Section
    17.12. 	Limitation
    of Liability	171
	Section
    17.13. 	Conflict;
    Construction of Documents; Reliance	171
	Section
    17.14. 	Entire
    Agreement	172
	Section
    17.15. 	Liability	172
	Section
    17.16. 	Duplicate
    Originals; Counterparts	172
	Section
    17.17. 	Brokers	173
	Section
    17.18. 	Set-Off	173
	Section
    17.19. 	Intercreditor
    Agreement	173
	Section
    17.20.	[Intentionally
Omitted]	174
	Section
    17.21. 	[Intentionally
    Omitted]	174
	Section
    17.22. 	Acknowledgement
    and Consent to Bail-In of EEA Financial Institutions	174
	Section
    17.23. 	Titled
    Parties	174
	Section
    17.24. 	Federal
    Reserve Bank Assignments; German Covered Bonds	174
	Section
    17.25. 	Information
    to Assignee, Etc.	175
	Section
    17.26. 	Servicer	175
	Section
    17.27. 	Borrower
    Affiliate Lender	176
	Section
    17.28. 	Co-Tenancy
    Provisions	176


 









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	SCHEDULES AND EXHIBITS




 


	Schedule I	[Reserved]
	Schedule II	Qualified Managers
	Schedule III	Organizational Chart
	Schedule IV	Required Repairs
	Schedule V	Qualified Parking Managers
	Schedule VI	Amended REA Terms
	Schedule VII	Lease Representation Disclosures
	Schedule VIII	Labor Agreements
	Schedule IX	Closing Date Free Rent
	Schedule X	Closing Date Discounted/Free Parking
	Schedule XI	Closing Date Approved Leasing Costs
	Schedule XII	[Reserved]
	Schedule XIII	Previously-Owned Property




 


	Exhibit A	Form of Tenant Notice Letter
	Exhibit B	Form of Subordination, Non-Disturbance and Attornment Agreement
	Exhibit C	Form of Contribution Agreement
	Exhibit D	Form of Assignment of Management Agreement
	Exhibit E	Form of Consent to Permitted Easement




 






    -vi-


     


    

 



 


MORTGAGE LOAN AGREEMENT


 


This MORTGAGE
LOAN AGREEMENT, dated as of September 23, 2020 (as amended, restated, replaced, supplemented or otherwise modified from
time to time, this “Agreement”), is by and among MORGAN STANLEY BANK, N.A., a national banking
association, having an address at 1585 Broadway, New York, New York 10036, as lender (“MS”) and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, having an address at 401 S. Tryon Street, 8th Floor,
Charlotte, North Carolina 29202 (“Wells” and together with MS, together with their respective successors
and permitted assigns, individually or collectively, as the context may require, “Lender”), and EYP
REALTY, LLC, a Delaware limited liability company formerly known as “WHTEYP Realty, LLC”, having its
principal place of business at c/o Brookfield Properties, 250 Vesey Street, 15th Floor, New York, New York 10281
(“Borrower”).


 


RECITALS:


 


Borrower desires to obtain the Loan (defined below)
from Lenders.


 


Lenders
are willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents
(defined below).


 


In
consideration of the making of the Loan by Lenders and the covenants, agreements, representations and warranties set forth in this
Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:


 


ARTICLE 1.


 


DEFINITIONS; PRINCIPLES OF CONSTRUCTION


 


Section
1.1. Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly
indicates a contrary intent:


 


“Acceptable
LLC” shall mean a limited liability company formed under Delaware law which (i) has at least one springing member, which,
upon the dissolution of all of the members or the withdrawal or the disassociation of all of the members from such limited liability
company, shall immediately become the sole member of such limited liability company, and (ii) otherwise meets the Rating Agency
criteria then applicable to such entities.


 


“Account
Collateral” shall mean (i) the Accounts, and all cash, checks, drafts, certificates and instruments, if any, from time
to time deposited or held in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii)
all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise payable in respect
of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above,
all “proceeds” (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all
of the foregoing.


 


“Accounts”
shall mean the Cash Management Account, the Debt Service Account, the Restricted Account, the Tax Account, the Insurance
Account, the Assessments Reserve Account, the Custodial Funds Account, the Excess Cash Flow Account, the Operating Expense
Account, the Free Rent Reserve Account, the Discounted/Free Parking Reserve Account, the Leasing Reserve Account, the GSA
Tenant Space Leasing Reserve Account, the Parking Rent Shortfall Reserve Account, the Low Cash Flow Period Threshold
Collateral Account, the Mezzanine Debt Service Account and any other account established by this Agreement or the other Loan
Documents.


 






     


     


    

 


“Act” shall have the meaning set
forth in Section 5.1 hereof.


 


“Additional Guaranty”
shall have the meaning set forth in Section 6.3 hereof.


 


“Adjusted
LIBOR Rate” shall mean, with respect to the applicable Interest Accrual Period, the quotient of (i) LIBOR
applicable to such Interest Accrual Period, divided by (ii) one (1) minus
the Reserve Percentage (it being understood that the Reserve Percentage is currently zero):


 


	Adjusted LIBOR Rate	=	LIBOR	 
	 	 	(1 – Reserve Percentage)	 



 


“Affiliate”
shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common
Control with such Person.


 


“Affiliated
Manager” shall mean any Manager of the Property which is an Affiliate of Borrower, Mezzanine Borrower, Guarantor, Sponsor,
BPY, any SPE Component Entity or any Mezzanine SPE Component Entity.


 


“Affiliated
Parking Manager” shall mean any Parking Manager of the Property which is an Affiliate of Borrower, Mezzanine Borrower,
Guarantor, Sponsor, BPY, any SPE Component Entity or any Mezzanine SPE Component Entity.


 


“Agent” shall have the meaning set
forth in Section 11.6 hereof.


 


“Aggregate Debt
Service” shall mean, with respect to any particular period of time, the sum of (a) Debt Service and (b) Mezzanine Debt
Service.


 


“Agreement” shall have the
meaning set forth in the first paragraph hereof.


 


“ALTA” shall mean the American Land Title Association or any
successor thereto.


 


“Alteration Threshold”
shall mean an amount equal to five percent (5%) of the Outstanding Principal Balance.


 


“Alternate
Index Rate” shall mean, with respect to each Interest Accrual Period, the first alternative set forth in the order below
that can be determined by the Lender as of the Benchmark Replacement Date:


 


1.                 
the sum of: (a) Term SOFR and (b) the applicable Alternate Rate Spread Adjustment;


 






    - 2 -


     


    

 


2.                 
 the sum of: (a) Compounded SOFR and (b) the applicable Alternate Rate Spread Adjustment;


 


3.                 
the sum of: (a) the alternate rate of interest that has been selected by the Lender as the replacement for the then-current
Benchmark giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining
such a rate by the Relevant Governmental Body at such time or (ii) any evolving or then-prevailing market convention for determining
a rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated stand-alone floating rate CMBS loans
and/or syndicated credit facilities at such time and (b) the applicable Alternate Rate Spread Adjustment;


 


provided
that, in the case of clauses (1) and (2) above, such rate, or the underlying rates component thereof, is or are displayed
on a screen or other information service that publishes such rate or rates from time to time as selected by the Lender in its reasonable
discretion. If the Alternate Index Rate as determined pursuant to clause (1), (2) or (3) above would be less
than zero, the Alternate Index Rate shall be deemed to be zero for the purposes of this Agreement.


 


“Alternate
Rate” shall mean, with respect to each Interest Accrual Period, the per annum rate of interest of the Alternate Index
Rate, determined as of the applicable Determination Date plus the Spread for each Component.


 


“Alternate
Rate Conforming Changes” shall mean, with respect to any conversion of the Loan to an Alternate Rate Loan, any technical,
administrative or operational changes (including, but not limited to, changes to definitions such as “Interest Accrual Period”
and “Determination Date,” to the timing and frequency of determining rates, and to other administrative matters, but
expressly excluding changes to the frequency of making payments of interest) that the Lender reasonably decides may be appropriate
to reflect the adoption and implementation of the Alternate Index Rate and to permit the administration thereof by the Lender in
a manner substantially consistent with market practice (or, if the Lender decides that adoption of any portion of such market practice
is not administratively feasible or if the Lender determines that no market practice for the administration of the Alternate Index
Rate exists, in such other manner of administration as the Lender decides is reasonably necessary in connection with the administration
of this Agreement).


 


“Alternate
Rate Loan” shall mean the Loan at such time as interest thereon accrues at a per annum rate of interest equal to the
Alternate Rate for each Component.


 


“Alternate
Rate Spread Adjustment” shall mean, for any Interest Accrual Period, the first alternative set forth in the order below
that can be determined by the Lender as of the Benchmark Replacement Date:


 


(1)                
the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative
value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Alternate
Index Rate;


 


(2)               
 if the applicable Unadjusted Alternate Index Rate is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;
and


 






    - 3 -


     


    

 


(3)              
the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative
value or zero) that has been selected by the Lender giving due consideration to (i) any selection or recommendation of a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark
with the applicable Unadjusted Alternate Index Rate by the Relevant Governmental Body at such time or (ii) any evolving or then-
prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of the then-current Benchmark with the applicable Unadjusted Alternate Index Rate for U.S. dollar- denominated
stand-alone floating rate CMBS loans and/or syndicated credit facilities at such time;


 


provided
that, in the case of clauses (1) and (2) above, such adjustment is displayed on a screen or other information service
that publishes such Alternate Rate Spread Adjustment from time to time as selected by the Lender in its reasonable discretion.


 


“Amended
REA” shall have the meaning set forth in Section 4.28(a) hereof.


 


“Appraisal” shall mean
an appraisal prepared in accordance with the requirements of FIRREA and USPAP, prepared by an independent third-party
appraiser holding an MAI designation, who is state licensed or state certified if required under the laws of the State, who
meets the requirements of FIRREA and USPAP and who otherwise is reasonably satisfactory to Lender.


 


“Approved
Accounting Method” shall mean GAAP (consistently applied), International Financial Reporting Standards (solely with respect
to Guarantor financial reporting), or such other method of accounting, consistently applied, as may be reasonably acceptable to
Lender.


 


“Approved Alterations” shall
have the meaning set forth in Section 4.21 hereof.


 


“Approved Annual Budget” shall have the meaning set
forth in Section 4.12 hereof.


 


“Approved Capital
Expenditures” shall mean Capital Expenditures incurred by Borrower and either (i) included in the Approved Annual
Budget, (ii) Approved Alterations performed by or on behalf of Borrower in accordance with the terms of this Agreement (other
than any alterations pursuant to clause (3) of the definition of “Approved Alterations”, which Lender and
Borrower acknowledge and agree are Approved Leasing Costs and do not constitute Capital Expenditures) or (iii) approved by
Lender, which approval shall not be unreasonably withheld, conditioned, or delayed.


 


“Approved
Extraordinary Expense” shall mean an operating expense of the Property not set forth on the Approved Annual Budget
(and for the avoidance of doubt that is not an Approved Operating Expense) but that is approved by Lender in writing (which
such approval shall not be unreasonably withheld, conditioned or delayed) and approved by Mezzanine Lender in accordance with
the Mezzanine Loan Documents (to the extent such approval is required under the Mezzanine Loan Documents). Notwithstanding
the foregoing, in no event shall Lender’s approval be required for expenses attributable to emergencies involving an
imminent threat of bodily injury or loss of life (including any structural damage to the Property that is reasonably expected
to result in an imminent threat of bodily injury or loss of life).


 






    - 4 -


     


    

 


“Approved
ID Provider” shall mean each of CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington
Trust Company, Stewart Management Company and Lord Securities Corporation; provided, that, (A) the foregoing shall
be deemed Approved ID Providers unless and until disapproved by any Rating Agency and (B) additional national providers of Independent
Managers may be deemed added to the foregoing hereunder to the extent approved in writing by Lender and the Rating Agencies.


 


“Approved
Leasing Costs” shall mean actual out-of-pocket tenant improvement and leasing costs (including related legal costs),
which are (i)(a) set forth on Schedule XI attached hereto, (b) incurred by Borrower in leasing space at the Property pursuant
to Leases entered into after the date hereof in accordance with the Loan Documents, including brokerage commissions, tenant improvements,
tenant allowances, lease buy-out or termination costs, tenant moving costs and space planning costs that are set forth in any such
Lease or otherwise evidenced by invoices or agreements, or (c) otherwise approved by Lender, which approval shall not be unreasonably
withheld, conditioned, or delayed, and (ii) substantiated by executed Lease documents or brokerage agreements or other agreements
or invoices providing for the payment of the same. In addition to the foregoing, actual out-of-pocket costs incurred by Borrower
for the build out of spec office space shall be deemed “Approved Leasing Costs” hereunder; provided that (x)
Borrower shall not be entitled to disbursements from the Leasing Reserve Account for such Approved Leasing Costs in any consecutive
twelve (12) month period in excess of an amount equal to $0.20 per rentable square foot at the Property per annum in respect of
spec office space at the Property and (y) in no event shall amounts deposited pursuant to Section 8.2(a)(i) hereto for Closing
Date Approved Leasing Costs be disbursed to fund such Approved Leasing Costs.


 


“Approved
Operating Expense” shall mean an operating expense of the Property (i) set forth on the Approved Annual Budget, (ii)
for real estate Taxes, Insurance Premiums, Assessments, electric, gas, oil, water, sewer or other utility service, (iii) actual
property management fees due and payable to the Manager under the Management Agreement, such amount not to exceed three percent
(3.0%) of Gross Income from Operations, (iv) actual parking management fees due and payable to the Parking Manager under the Parking
Management Agreement and Parking Structure Management Agreement, such amount not to exceed the amounts payable to Parking Manager
on the date hereof (unless such increase in approved or consented to in accordance with the terms and provisions of Section 4.22
hereof), or (v) that has been approved by Lender, such approval not to be unreasonably withheld or delayed.


 


“Assessments”
shall mean any fees, dues, charges, and assessments, whether annual, monthly, regular, special or otherwise under the applicable
Ernst & Young Plaza Integration Agreements, to the extent the non-payment of same would create a lien on any portion of the
Property prior to the lien of the Security Instrument. As of the Closing Date, there are no Assessments under the Ernst & Young
Plaza Integration Documents.


 


“Assessments Reserve Account” shall
have the meaning set forth in Section 8.10 hereof.


 






    - 5 -


     


    

 


“Assessments Reserve
Funds” shall have the meaning set forth in Section 8.10 hereof.


 


“Assignment and
Assumption” shall have the meaning set forth in Section 11.6 hereof.


 


“Assignment of
Agreements” shall mean that certain Assignment of Agreements Affecting Real Estate, dated as of the date hereof, by
and among Borrower and Lender, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise
modified from time to time.


 


“Assignment
of Management Agreement” shall mean that certain Assignment of Management Agreement and Subordination of Management Fees,
dated as of the date hereof, by and among Lender, Borrower, and Manager, as the same may be amended, restated, replaced, extended,
renewed, supplemented or otherwise modified from time to time.


 


“Assignment
of Parking Management Agreement” shall mean that certain Assignment of Parking Management Agreement and Subordination
of Parking Management Fees, dated as of the date hereof, by and among Lender, Borrower, and Parking Manager, as the same may be
amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time.


 


“Award”
shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part
of the Property.


 


“Bail-In
Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in
respect of any liability of an EEA Financial Institution.


 


“Bail-In
Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the
European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time
which is described in the EU Bail-In Legislation Schedule.


 


“BAM”
shall mean Brookfield Asset Management, Inc., a corporation organized under the laws of Ontario, Canada.


 


“Bank”
shall be deemed to refer to the bank or other institution maintaining the Restricted Account pursuant to the Restricted Account
Agreement.


 


“Bankruptcy
Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time,
and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable
foreign laws relating to bankruptcy, insolvency or creditors’ rights.


 






    - 6 -


     


    

 


“Bankruptcy
Event” shall mean the occurrence of any one or more of the following: (i) Borrower or any SPE Component Entity
shall commence any case, proceeding or other action (A) under the Bankruptcy Code and/or any Creditors Rights Laws seeking to
have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, liquidation or dissolution or (B) seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets (other than with the written consent or at the
written direction of Lender); (ii) Borrower or any SPE Component Entity shall make a general assignment for the benefit of
its creditors (except to Lender or otherwise with the written consent or at the written request of Lender); (iii) any
Restricted Party (or Affiliate thereof) shall file, or join or collude in the filing of, (A) an involuntary petition against
Borrower or any SPE Component Entity under the Bankruptcy Code or any other Creditors Rights Laws, or shall solicit or cause
to be solicited or shall collude with petitioning creditors for any involuntary petition under the Bankruptcy Code or any
other Creditors Rights Laws against Borrower or any SPE Component Entity or (B) any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of
Borrower’s or any SPE Component Entity’s assets; (iv) Borrower or any SPE Component Entity shall file an answer
consenting to or otherwise acquiescing in (i.e., failing to object to such filing to the extent Borrower or such SPE
Component Entity has standing and a good faith basis to object) or joining in any involuntary petition filed against it, by
any other Person under the Bankruptcy Code or any other Creditors Rights Laws, or shall solicit or cause to be solicited or
shall collude with petitioning creditors for any involuntary petition against it from any Person; (v) any Restricted Party
(or Affiliate thereof) shall consent to or acquiesce in (i.e., failing to object to such filing to the extent such Restricted
Party (or Affiliate thereof) has standing and a good faith basis to object) or shall join in an application for the
appointment of a custodian, receiver, trustee, or examiner for Borrower or any SPE Component Entity or any portion of the
Property (other than with the written consent or at the written direction of Lender); or (vi) any Restricted Party (or
Affiliate thereof) contests or opposes any motion made by Lender to obtain relief from the automatic stay or seeks to
reinstate the automatic stay in the event of any proceeding under the Bankruptcy Code or any other Creditors Rights Laws
involving Guarantor or its subsidiaries.


 


“Benchmark”
shall mean (i) initially LIBOR and (ii) on and after the conversion to an Alternate Index Rate pursuant to Section 2.5(b)(iii)
hereof, the Alternate Index Rate determined in accordance with the terms and conditions hereof.


 


“Benchmark
Replacement Condition” shall mean either (i) an opinion of nationally recognized REMIC counsel as to the compliance of
such conversion with applicable REMIC requirements as determined under the IRS Code, the regulations, revenue rulings, revenue
procedures and other administrative, legislative and judicial guidance relating to the tax treatment of REMIC Trusts (which such
opinion shall be, in form and substance and from a provider, in each case, reasonably acceptable to Lender) obtained at Borrower’s
costs and expense, provided that Borrower shall have no obligation to pay any such cost or expense in excess of $5,000, or (ii)
formal guidance issued by the IRS that such conversion complies with REMIC requirements.


 


“Benchmark
Replacement Date” shall mean the earliest to occur of the following events with respect to the then-current Benchmark:


 


1.                 
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later
of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator
of the Benchmark permanently or indefinitely ceases to provide the Benchmark;


 






    - 7 -


     


    

 


2.                 
 in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public
statement or publication of information referenced therein; or


 


3.                 
in the case of a Term SOFR Transition Event, the date that is five (5) Business Days after the applicable Rate Election
Notice is provided to each of the other parties hereto, subject to the rights of Borrower to object pursuant to Section 2.5(b)(iii)(A)(1)
hereof.


 


For the avoidance of doubt,
if a Benchmark Replacement Date occurs on the same day as the Determination Date in respect of any determination of the Interest
Rate, the Benchmark Replacement Date will be deemed to have occurred after such Determination Date for such determination. Notwithstanding
the foregoing, if a Securitization has occurred, then in no event shall the Benchmark Replacement Date occur prior to satisfaction
of the Benchmark Replacement Condition or waiver thereof by Lender.


 


“Benchmark Transition
Event” shall mean the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


1.   
a public statement or publication of information by or on behalf of the administrator of the Benchmark (or the published
component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide the Benchmark
(or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is
no successor administrator that will continue to provide the Benchmark;


 


2.   
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or
the published component used in the calculation thereof), the central bank for the currency of the Benchmark (or such component),
an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with
jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution
authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or
such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided
that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark
(or such component); or


 


3.   
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or
the published component used in the calculation thereof) announcing that the Benchmark (or such component) is no longer representative.


 


“Borrower” shall have the meaning
set forth in the first paragraph hereof.


 


“Borrower Affiliate Lender” shall
have the meaning set forth in Section 17.27 hereof.


 






    - 8 -


     


    

 


“Borrower
Party” and “Borrower Parties” shall mean each of Borrower, Mezzanine Borrower, any SPE Component Entity,
any Mezzanine SPE Component Entity, any Affiliated Manager, and Guarantor.


 


“BPY” shall mean Brookfield
Property Partners, L.P., a Bermuda limited partnership.


 


“Breakage Costs” shall have the meaning set forth in
Section 2.5(b)(vii) hereof.


 


“Broker” shall have the meaning set forth in Section 17.17 hereof.


 


“Business Day”
shall mean any day other than a Saturday, a Sunday or a legal holiday on which national banks are not open for general business
in the State of New York.


 


“Capital
Expenditures” shall mean amounts expended for replacements and alterations to the Property (excluding tenant improvements)
and required to be capitalized according to GAAP.


 


“Cash
and Cash Equivalents” shall mean: (i) United States dollars and (ii) any of the following which may be liquidated
without restrictions within five (5) Business Days or less: (a) securities issued or directly and fully guaranteed or insured
by the United States government or any agency or instrumentality thereof having maturities of not more than six (6) months
from the date of acquisition; (b) certificates of deposit and Eurodollar time deposits with maturities of six (6) months or
less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank
deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500,000,000 and an S&P
Certificate of Deposit Rating (short term) of “A-1” or better or the equivalent by Moody’s; (c) repurchase
obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (ii)(a)
and (b) above entered into with any financial institution meeting the qualifications specified in clause (ii)(b) above; (d)
commercial paper having the highest rating obtainable from Moody’s or S&P, and in each case maturing within six (6)
months after the date of acquisition; and (e) money market funds substantially all the assets of which are comprised of
securities and other obligations of the types described in clauses (i) and (ii)(a) through (d)
above.


 


“Cash Management
Account” shall have the meaning set forth in Section 9.1 hereof.


 


“Cash
Management Agreement” shall mean that certain Cash Management Agreement, dated as of the date hereof, executed by
Borrower, Lender, Mezzanine Borrower, and Mezzanine Lender, as the same may be amended, restated, replaced, supplemented or
otherwise modified from time to time.


 


“Casualty”
shall have the meaning set forth in Section 7.2 hereof.


 


“Casualty Consultant”
shall have the meaning set forth in Section 7.4 hereof.


 


“CBA”
shall mean, individually and/or collectively, each document set forth on Schedule VIII attached hereto.


 






    - 9 -


     


    

 


“CFIUS
Laws” shall mean the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), the Foreign Investment Risk
Review Modernization Act (Pub. L. No. 115-232, Title XVII, Subtitle A), all regulations promulgated pursuant to the foregoing,
and all orders issued pursuant to such statutes and regulations.


 


“Change
in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking
effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request,
rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the
United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


“Closing Date” shall mean the date
hereof.


 


“Closing Date Approved Leasing Costs”
shall have the meaning set forth in Section 8.2 hereof.


 


“Closing Date Debt Yield” shall
mean seven and fifty-seven one-hundredths percent (7.57%).


 


“Closing Date Discounted/Free Parking”
shall have the meaning set forth in Section 8.8 hereof.


 


“Closing Date Free Rent”
shall have the meaning set forth in Section 8.7 hereof.


 


“Co-Lender” shall have the meaning set forth
in Section 11.6 hereof.


 


“Co-Lending
Agreement” shall mean any co-lending agreement entered into between the Co-Lenders.


 


“Co-Tenancy
Agreement” shall mean that certain Amended and Restated Lot 4 Co- Ownership Agreement dated as of September 10, 2014,
by and among Borrower, BOP FIGAT7TH LLC, Maguire Properties – 777 Tower, LLC and Maguire Properties – 755 S Figueroa,
LLC, recorded in the Official Records of Los Angeles County as Instrument No. 20140962892.


 


“Collateral
Assignment of Interest Rate Cap Agreement” shall mean that certain Collateral Assignment of Interest Rate Cap Agreement
delivered in connection with the Interest Rate Cap Agreement and executed by Borrower in connection with the Loan for the benefit
of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 






    - 10 -


     


    

 


“Component”
shall mean, individually, any one of Component A, Component B, Component C, Component D, Component E, Component F, Component G,
or Component HRR.


 


“Components”
shall mean, collectively, Component A, Component B, Component C, Component D, Component E, Component F, Component G, and Component
HRR.


 


“Component
A” shall mean the component of the Loan designated as “A” in Section 2.10 hereof.


 


“Component
B” shall mean the component of the Loan designated as “B” in Section 2.10 hereof.


 


“Component C” shall
mean the component of the Loan designated as “C” in Section 2.10 hereof.


 


“Component D” shall mean
the component of the Loan designated as “D” in Section 2.10 hereof.


 


“Component E”
shall mean the component of the Loan designated as “E” in Section 2.10 hereof.


 


“Component F” shall mean the component
of the Loan designated as “F” in Section 2.10 hereof.


 


“Component G” shall mean the component of the
Loan designated as “G” in Section 2.10 hereof.


 


“Component HRR”
shall mean the component of the Loan designated as “HRR” in Section 2.10 hereof.


 


“Compounded
SOFR” shall mean the compounded average of SOFRs for approximately a one-month period, with the rate, or methodology
for this rate, and conventions for this rate (which may include compounding in advance or compounding in arrears with a lookback
and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Accrual Period)
being established by the Lender in accordance with:


 


1.                
the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental
Body for determining compounded SOFR; provided that:


 


2.                 
if, and to the extent that, Lender determines that Compounded SOFR cannot be determined in accordance with clause (1)
above, then the rate, or methodology for this rate, and conventions for this rate that Lender determines are substantially consistent
with the rate or methodology for U.S. dollar-denominated stand-alone floating rate CMBS loans and/or syndicated credit facilities;


 


provided, further,
that if the Lender decides that any such rate, methodology or convention determined in accordance with clause (1) or clause
(2) is not administratively feasible for the Lender, then Compounded SOFR will be deemed unable to be determined for
purposes of the definition of “Alternate Index Rate”.


 






    - 11 -


     


    

 


“Condemnation”
shall mean a temporary or permanent taking by any Governmental Authority as the result, in lieu or in anticipation, of the exercise
of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto,
including any right of access thereto or any change of grade affecting the Property or any part thereof.


 


“Connection
Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or
that are franchise Taxes or branch profits Taxes.


 


“Constituent Member” shall have
the meaning set forth in Section 5.2(b) hereof.


 


“Consumer
Price Index” shall mean the Consumer Price Index as published by the United States Department of Labor, Bureau of Labor
Statistics or any substitute index hereafter adopted by the Department of Labor.


 


“Control”
shall mean the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of
voting securities or other beneficial interests, by contract or otherwise, notwithstanding the rights of investors or partners
or another Person to veto or affirmatively consent to specified major decisions. The terms “Controlled” and
 “Controlling” shall have correlative meanings.


 


“Counterparty”
shall mean the counterparty under any Interest Rate Cap Agreement, Replacement Interest Rate Cap Agreement, or Substitute Interest
Rate Cap Agreement, which counterparty shall satisfy the Minimum Counterparty Rating.


 


“Covered Disclosure Information”
shall have the meaning set forth in Section 11.2 hereof.


 


“Covered Rating Agency
Information” shall mean any Provided Information furnished to the Rating Agencies in connection with issuing,
monitoring and/or maintaining the Securities.


 


“Creditors
Rights Laws” shall mean any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other
relief with respect to debts or debtors.


 


“Crowdfunded
Person” shall mean a Person capitalized primarily by monetary contributions (A) of less than $35,000 each from more than
thirty-five (35) investors who are individuals and (B) which are funded primarily (I) in reliance upon Regulation Crowdfunding
promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended and/or (II) through internet-mediated
registries, platforms or similar portals, mail- order subscriptions, benefit events and/or other similar methods.


 






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“Custodial
Funds” shall mean funds collected and held by Borrower on a third party’s behalf that must be paid or remitted
to a third party and so are not properly considered “revenue” of Borrower, including, without limitation, Security
Deposits.


 


“Custodial
Funds Account” shall have the meaning set forth in Section 9.1 hereof.


 


“Debt” shall mean
the Outstanding Principal Balance set forth in, and evidenced by, this Agreement and the Note together with all interest
accrued and unpaid thereon and all other sums due to Lender in respect of the Loan under the Note, this Agreement or the
other Loan Documents (including, without limitation, all costs and expenses payable to Lender hereunder or thereunder).


 


“Debt
Service” shall mean, with respect to any particular period of time, scheduled principal (if applicable) and interest
payments hereunder during such period of time.


 


“Debt Service Account”
shall have the meaning set forth in Section 9.1 hereof.


 


“Debt
Service Coverage Ratio” shall mean the ratio calculated by Lender as of any date of calculation, of (i) the Net Operating
Income to (ii) the Aggregate Debt Service which would have been due for the twelve (12) month period immediately preceding the
date of calculation; provided, that, the foregoing shall be calculated by Lender assuming that the Loan and the Mezzanine
Loan had been in place for the entirety of said period at the then Outstanding Principal Balance and the then outstanding principal
balance of the Mezzanine Loan, as applicable.


 


“Debt
Yield” shall mean, as of any date of calculation, a ratio calculated by Lender and conveyed as a percentage in which:
(i) the numerator is the Net Operating Income; and (ii) the denominator is the then outstanding principal balances of the Loan
and the Mezzanine Loan combined.


 


“Deemed
Approval Requirements” shall mean, with respect to any matter, that (i) no Event of Default shall have occurred and
be continuing (either at the date of any notices specified below or as of the effective date of any deemed approval), (ii)
Borrower shall have sent Lender a written request for approval with respect to such matter in accordance with the applicable
terms and conditions hereof (the “Initial Notice”), which such Initial Notice shall have been (A)
accompanied by any and all required information and documentation relating thereto as may be reasonably required in order to
approve or disapprove such matter (the “Approval Information”) and (B) marked in bold lettering with the
following language: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE
PURSUANT TO THE TERMS OF A MORTGAGE LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the
Initial Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”; (iii) Lender shall have failed to
have provided a substantive response in writing (which may be by e-mail) to the Initial Notice within the aforesaid
time-frame; (iv) Borrower shall have submitted a second request for approval with respect to such matter in accordance with
the applicable terms and conditions hereof (the “Second Notice”), which such Second Notice shall have been (A)
accompanied by the Approval Information and (B) marked in bold lettering with the following language: “LENDER’S
RESPONSE IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A MORTGAGE LOAN
AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the Second Notice shall have been marked
 “PRIORITY-DEEMED APPROVAL MAY APPLY”; and (v) Lender shall have failed to have provided a substantive response in
writing (which may be by e- mail) to the Second Notice within the aforesaid time-frame. For purposes of clarification, Lender
requesting additional and/or clarified meaningful and material information (as determined by Lender in good faith), in
addition to approving or denying any request (in whole or in part), shall be deemed a substantive response by Lender for
purposes of the foregoing.


 






    - 13 -


     


    

 


“Default”
shall mean the occurrence of any event hereunder or under the Note or the other Loan Documents which, but for the giving of notice
or passage of time, or both, would be an Event of Default.


 


“Default
Rate” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (i) the Maximum Legal Rate and (ii)
three percent (3%) above the Interest Rate otherwise applicable to each Component.


 


“Default
Trigger Period” shall mean a period (A) commencing upon the occurrence and continuance of an Event of Default and (B)
expiring upon the cure (if applicable) or waiver by Lender in writing of such Event of Default; provided, however,
such period shall not commence unless and until notice of commencement of such period is delivered to Borrower by Lender.


 


“Determination
Date” shall mean, (i) with respect to any Interest Accrual Period that occurs while the Loan is a LIBOR Loan, the date
that is two (2) London Business Days prior to the commencement date of such Interest Accrual Period, (ii) with respect to any Interest
Accrual Period that occurs while the Loan is a Prime Rate Loan, the date that is two (2) Business Days prior to the commencement
date of such Interest Accrual Period and (iii) with respect to any Interest Accrual Period that occurs while the Loan is an Alternate
Rate Loan, the time determined by the Lender in accordance with the Alternate Rate Conforming Changes.


 


“Direction Notice” shall have the
meaning set forth in Section 9.2 hereof.


 


“Disclosure
Documents” shall mean, collectively and as applicable, any structural and collateral term sheet, offering circular, prospectus,
prospectus supplement, private placement memorandum or other offering document, in each case in preliminary or final form, used
in connection with a Secondary Market Transaction.


 


“Discounted/Free Parking Reserve Account”
shall have the meaning set forth in Section 8.8 hereof.


 


“Discounted/Free Parking Reserve Funds”
shall have the meaning set forth in Section 8.8 hereof.


 


“Division”
shall mean, as to any Person, such Person dividing and/or otherwise engaging in and/or becoming subject to, in each case, any division
(whether pursuant to plan of division or otherwise), including, without limitation and to the extent applicable, pursuant to §18-217
of the Act.


 






    - 14 -


     


    

 


“EEA
Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country
which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is
a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an
EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and
is subject to consolidated supervision with its parent.


 


“EEA
Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, Norway, and the United
Kingdom.


 


“EEA
Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative
authority of any EEA Member Country (including any delegee), which has authority to exercise any Write-Down and Conversion Powers.


 


“Eligible
Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is
an account or accounts (or subaccounts thereof) maintained with a federal or state-chartered depository institution or trust company
which complies with the definition of Eligible Institution. An Eligible Account will not be evidenced by a certificate of deposit,
passbook or other instrument.


 


“Eligible
Institution” shall mean a depository institution or trust company insured by the Federal Deposit Insurance Corporation
the short-term unsecured debt obligations or commercial paper of which are rated at least “A-1” by S&P, “P-1”
by Moody’s and “F1” by Fitch in the case of accounts in which funds are held for thirty (30) days or less or,
in the case of accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which
are rated at least (i) “A” by S&P, (ii) “A” by Fitch (and the short-term deposits or short-term unsecured
debt obligations or commercial paper of which are rated no less than “F1” by Fitch) and (iii) “A2” by
Moody’s, or in the case of Letters of Credit, the long-term unsecured debt obligations of which are rated at least (i) “A+”
by S&P (and the short-term deposits or short-term unsecured debt obligations or commercial paper of which are rated no less
than “A-1” by S&P), (ii) “A+” by Fitch (and the short-term deposits or short-term unsecured debt obligations
or commercial paper of which are rated no less than “F1” by Fitch) and (iii) “A1” by Moody’s (and
the short-term deposits or short-term unsecured debt obligations or commercial paper of which are rated no less than “P-1”
by Moody’s). Notwithstanding the foregoing, Wells Fargo Bank, National Association shall be deemed an Eligible Institution
provided there has been no downgrade, withdrawal or qualification to its ratings as of the Closing Date or any material adverse
change to its financial condition, operations or ability to conduct its business in the ordinary course subsequent to the Closing
Date.


 


“Embargoed
Person” shall have the meaning set forth in Section 3.29 hereof. “Environmental
Indemnity” shall mean that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by
Borrower and Guarantor in connection with the Loan for the benefit of Lender and the Indemnified Parties (as defined
therein), as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 






    - 15 -


     


    

 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as the same may heretofore have been or shall be amended, restated,
replaced or otherwise modified.


 


“ERISA Affiliate” shall have the
meaning set forth in Section 3.7 hereof.


 


“Ernst
 & Young Plaza Development” shall mean that certain development in the City of Los Angeles, State of California comprising
of that certain office tower commonly known as “Ernst & Young Plaza” and other adjacent and appurtenant development
projects, and is collectively referred to as the “Property” in the Owner’s REA.


 


“Ernst
 & Young Plaza Integration Agreements” shall mean, collectively, the Owner’s REA, the Sub-REA, any Amended REA,
and any amendment, modification or supplement to any of the foregoing entered into in accordance with this Agreement.


 


“Ernst
 & Young Plaza Owners” shall mean each of the owners of a portion of the “Property” (as defined in the
Owner’s REA) that is part of the Ernst & Young Plaza Development, and their respective successors and assigns.


 


“EU
Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association
(or any successor Person), as in effect from time to time.


 


“Event of Default” shall
have the meaning set forth in Section 10.1 hereof.


 


“Excess Cash Flow” shall have the meaning set forth
in Section 9.3 hereof.


 


“Excess Cash Flow Account”
shall have the meaning set forth in Section 8.5 hereof.


 


“Excess Cash Flow Funds” shall have the meaning
set forth in Section 8.5 hereof.


 


“Exchange Act” shall mean the Securities and Exchange Act of 1934, as
amended.


 


“Exchange Act Filing” shall have the meaning set forth in Section 11.1 hereof.


 


“Excluded
Taxes” shall mean any of the following Taxes imposed on or with respect to Lender or required to be withheld or deducted
from a payment to Lender: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits
Taxes, in each case, (i) imposed as a result of such recipient being organized under the laws of, or having its principal office
or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to its interest in the Loan pursuant to a law in effect on the date on
which (i) such Lender acquires such interest in the Loan (other than pursuant to an assignment request by Borrower under Section
2.6(f)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.5(b)(iv),
amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a
party hereto or to such Lender immediately before it changed its lending office, (c)      
 Taxes attributable to such recipient’s failure to comply with Section 2.5(b)(x) and (d) any U.S. federal withholding
Taxes imposed under FATCA.


 






    - 16 -


     


    

 





“Exculpated Parties” shall
have the meaning set forth in Section 13.1 hereof.


 


“Extended Maturity Date” shall have the meaning set
forth in Section 2.9 hereof.


 


“Extension Options” shall have the meaning set forth in Section 2.9
hereof.


 


“Extension Period” shall have the meaning set forth in Section 2.9 hereof.


 


“FATCA”
shall mean Sections 1471 through 1474 of the IRS Code, as of the date of this Agreement (or any amended or successor version that
is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof, any agreements entered into pursuant to Section 1471(b)(1) of the IRS Code, and any fiscal or regulatory legislation,
rules or practices adopted pursuant to any intergovernmental agreement, treaty, or convention among Governmental Authorities and
implementing such Sections of the IRS Code.


 


“Federal
Reserve Bank of New York’s Website” shall mean the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


“FIRREA”
shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (as the same may have been or may hereafter
be amended, restated, supplemented or otherwise modified).


 


“First Monthly Payment Date”
shall mean November 9, 2020.


 


“Fitch” shall mean Fitch Ratings, Inc.


 


“Flood Insurance Acts” shall
have the meaning set forth in Section 7.1 hereof.


 


“Foreign Lender” shall mean each Lender that is not
a U.S. Person.


 


“Free Rent Reserve Account”
shall have the meaning set forth in Section 8.7 hereof.


 


“Free Rent Reserve Funds” shall have the meaning
set forth in Section 8.7 hereof.


 


“GAAP”
shall mean generally accepted accounting principles in the United States of America as of the date of the applicable
financial report. In the event of any change in GAAP after the date hereof which would affect in any material respect the
computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of
Lender, Borrower, Guarantor, and Lenders shall negotiate promptly, diligently and in good faith in order to amend the
provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide
substantially the same financial tests or restrictions of Borrower and Guarantor as in effect prior to such accounting
change, as determined by the Lender in its good faith judgment. Until such time as such amendment shall have been executed
and delivered by Borrower, Guarantor, and Lender, such financial covenants, ratio and other requirements, and all financial
statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such
change had not occurred.


 






    - 17 -


     


    

 


“Governmental
Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any
governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.


 


“Gross Income from Operations”
shall mean, for any date of determination, the sum of (a) with respect to Tenants, total annualized base rent and contractual
reimbursements by Tenants based on executed Leases, including (i) executed Leases with future term commencement dates within the
twelve (12) calendar months following such date of determination, (ii) free rent granted under Leases executed as of such date
of determination for the twelve (12) calendar months following such date of determination (for the avoidance of doubt, such free
rent shall also be included as income to the extent amounts are reserved with Lender therefor) and (iii) annualized contractual
rent increases within the twelve (12) calendar months following such date of determination, but excluding from clause (a)
above any Tenants (A) in monetary default under their Lease with respect to the payment of base rent for a period in excess of
ninety (90) days from such date of determination and an alternative payment plan has not otherwise been agreed between Tenant
and Borrower as of the date of such determination (provided that, if such an alternative payment plan has been agreed then the
rent under such plan shall be counted instead of the original contractual rent under the executed Lease); (B) in bankruptcy who
have not assumed their Lease; (C) in bankruptcy who have assumed their Lease but have subsequently rejected the Lease in bankruptcy;
(D) whose Lease will expire within sixty (60) days from such date of determination and renewal discussions are not ongoing or
has not been extended or renewed (provided, however, if a replacement Lease has been entered into by Borrower and a replacement
tenant for all or any portion of the space covered by the expiring Lease, then the annualized rent for such replacement Lease
shall be included); and (E) who are GSA Tenants and who have failed to extend, renew, or replace the applicable GSA Tenant Lease
on or prior to the date which is twelve (12) months prior to the expiration of such GSA Tenant Lease (as such date may be extended
via amendment, renewal, or a new Lease, in each case entered into in accordance with the terms hereof) in accordance with the
applicable terms and conditions thereof and hereof, (b)(i) reimbursed expenses and/or contractual reimbursements due and/or to
be paid by Tenants in addition to base rent (e.g., fixed CAM increases) pursuant to executed Leases (including executed Leases
with future term commencement dates within the twelve (12) month period following such date of determination), annualized as of
such date of determination, and (ii) reimbursed expenses and/or reimbursements, percentage and overage rent and other amounts
paid by Tenants in addition to base rent and income received from the Property during the twelve (12) month period immediately
preceding such date of determination, provided that, to avoid double-counting of reimbursed expenses and reimbursements in clauses
(b)(i) and (b)(ii), reimbursed expenses and/or reimbursements shall not be included pursuant to this clause (b)(ii) if amounts
for the same leased space are included pursuant to clause (b)(i), but excluding (solely for purposes of calculating Net Operating
Income) one-time extraordinary income or non-recurring income, (c) ancillary income (including, without limitation, parking, tenant
services and signage) received during the twelve (12) month period immediately preceding such date of determination (without duplication
of any amounts set forth in clauses (a) and (b) above), but excluding (solely for purposes of calculating Gross
Income from Operations) one-time extraordinary income or non-recurring income, and (d) for the first twelve (12) months of the
term of the Loan, an amount equal to one-twelfth (1/12th) of the amount deposited into the Parking Rent Shortfall Reserve Account
on the Closing Date; provided, that Gross Income from Operations will be adjusted to include reimbursements that would
have been received by Borrower from Tenants pursuant to Leases had such taxes actually been payable with respect to the Property
with respect to the Tax and Insurance Adjustment.


 






    - 18 -


     


    

 


“GSA
Tenant” shall mean the United States of America, acting by and through the designated representative of the General Services
Administration.


 


“GSA
Tenant Cure Conditions” shall mean that the Debt Yield (tested each fiscal quarter) has been equal to or greater than
six percent (6.00%) during the initial term of the Loan or the first Extension Period or equal to or greater than six and one-quarter
percent (6.25%) during the second or third Extension Periods, as applicable, in each case, for any two (2) consecutive fiscal quarters.


 


“GSA
Tenant Lease” shall mean that certain Lease No. GS-09P-LCA10097, dated as of July 13, 2015, between Borrower and GSA
Tenant.


 


“GSA
Tenant Space Leasing Reserve Account” shall have the meaning set forth in Section 8.3 hereof.


 


“GSA Tenant Space Leasing Reserve Funds”
shall have the meaning set forth in Section 8.3 hereof.


 


“GSA
Tenant Space Leasing Reserve Monthly Deposit” shall mean, with respect to any Monthly Payment Date occurring during any
GSA Tenant Trigger Period, an amount equal to the sum of (a) all Excess Cash (if any) on such Monthly Payment Date up to $785,000
plus (b) to the extent of any additional available Excess Cash on such Monthly Payment Date, an amount up to the aggregate shortfalls
in available Excess Cash required to be reserved pursuant to clause (a) above on any prior Monthly Payment Dates during
such GSA Tenant Trigger Period.


 


“GSA Tenant Trigger Cap” shall mean
$9,420,000.


 


“GSA
Tenant Trigger Period” shall mean a period (i) commencing upon the first date on which both (1) the GSA Tenant has failed
to extend, renew, or replace the GSA Tenant Lease on or prior to the date which is twelve (12) months prior to the expiration of
the GSA Tenant Lease (as such date may be extended via amendment, renewal, or a new Lease, in each case entered into in accordance
with the terms hereof) in accordance with the applicable terms and conditions thereof and hereof and (2) the Debt Yield (tested
each fiscal quarter) is less than the applicable Debt Yield set forth in clause (b) of the definition of “Low Cash
Flow Period”, in each case (A) for any two (2) consecutive fiscal quarters and (B) calculated, for the avoidance of doubt,
by excluding rent payable under the GSA Tenant Lease as provided in clause (E) of the definition of “Gross Income
from Operations”; and (ii) terminating upon the first date on which the GSA Tenant Cure Conditions have been satisfied.


 


“Guarantor”
shall mean Brookfield DTLA Holdings LLC, a Delaware limited liability company, and any successor(s) to and/or replacement(s) of
such Person pursuant to and in accordance with the applicable terms and conditions of the Loan Documents.


 






    - 19 -


     


    

 


“Guaranty”
shall mean that certain Limited Recourse Guaranty executed by Guarantor and dated as of the date hereof, as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time.


 


“Improvements”
shall mean the “Improvements” as defined in the Security Instrument.


 


“Indebtedness”
shall mean, for any Person, without duplication, (i) all indebtedness of such Person for borrowed money, for amounts drawn
under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable, (ii)
all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable
if such amounts were advanced thereunder, (iii) all amounts required to be paid by such Person as a guaranteed payment to
equity owners, including any mandatory redemption of shares of interests, (iv) all indebtedness (as described in any other
clause of this definition) of another Person guaranteed by such Person, directly or indirectly, (v) all obligations under
leases that constitute capital leases for which such Person is liable, (vi) all obligations of such Person under interest
rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Person is liable
contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise
assures a creditor against loss, and (vii) all obligations under any PACE Loans, in each case for which such Person is liable
or its assets are liable, whether such Person (or its assets) is liable contingently or otherwise, as obligor, guarantor or
otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss.


 


“Indemnified
Parties” shall mean (a) Lender and any Affiliate of Lender (in their capacity as Lender), (b) any successor owners or
holders of the Loan or participations in the Loan (in their capacity as holders of the Loan or participants in the Loan), (c) any
Servicer or prior Servicer of the Loan (in its capacity as Servicer), (d) any Investor or any prior Investor in any Securities,
(e) any trustees, custodians or other fiduciaries who hold or who have held a full or partial interest in the Loan for the benefit
of any Investor or other third party (in such capacity), (f) any receiver or other fiduciary appointed in a foreclosure or other
Creditors Rights Laws proceeding (in such capacity), (g) any officers, directors, shareholders, partners, members, employees, agents,
authorized representatives, Affiliates or subsidiaries of any and all of the foregoing, and (h) the heirs, legal representatives,
successors and assigns of any and all of the foregoing (including, without limitation, any successors by merger, Division, consolidation
or acquisition of all or a substantial portion of the Indemnified Parties’ assets and business), in all cases whether during
the term of the Loan or as part of or following a foreclosure of the Loan; provided, however, in no event shall the
foregoing be deemed to include any Person (other than Lender or any Affiliate of Lender) that acquires the Property or any portion
thereof (i) at a foreclosure sale or pursuant to a deed in lieu thereof or any similar transaction under applicable Legal Requirements
or (ii) following an event described in foregoing clause (i), from Lender or an Affiliate of Lender.


 


“Indemnified
Taxes” shall mean (a) all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account
of any obligation of Borrower under any Loan Document and (b) to the extent not otherwise described in clause (a), Other
Taxes.


 


“Independent Manager”
shall have the meaning set forth in Section 5.2 hereof.


 


“Initial Maturity Date” shall mean October 9,
2022.


 






    - 20 -


     


    

 



 


“Initial
Parking Rent Shortfall Reserve Deposit” shall have the meaning set forth in Section 8.9 hereof.


 


“Insurance Account” shall have the
meaning set forth in Section 8.6 hereof.


 


“Insurance
Payment Date” shall mean, with respect to any applicable Policies, the date occurring ten (10) days prior to the date
the applicable Insurance Premiums associated therewith are due and payable.


 


“Insurance Premiums” shall
have the meaning set forth in Section 7.1 hereof.


 


“Intercreditor
Agreement” shall have the meaning set forth in Section 17.19 hereof.


 


“Interest Accrual
Period” shall mean the period beginning on (and including) the fifteenth (15th) day of each calendar month during
the term of the Loan and ending on (and including) the fourteenth (14th) day of the next succeeding calendar month; provided, however,
that (i) in the event a Securitization has not occurred, the Interest Accrual Period that would otherwise extend beyond the
scheduled Maturity Date shall end on the scheduled Maturity Date and (ii) except as specifically provided in the preceding subclause
(i), no Interest Accrual Period shall be shortened by reason of any payment of the Loan prior to the expiration of such
Interest Accrual Period.


 


“Interest
Bearing Accounts” shall mean the following Reserve Accounts: the Tax Account, the Insurance Account, the Custodial Funds
Account, the Operating Expense Account, the Free Rent Reserve Account, the Discounted/Free Parking Reserve Account, the Leasing
Reserve Account, the Excess Cash Flow Account, the GSA Tenant Space Leasing Reserve Account, the Parking Rent Shortfall Reserve
Account, the Low Cash Flow Period Threshold Collateral Account, and any other account established by this Agreement or the other
Loan Documents (but specifically excluding the Cash Management Account, the Restricted Account, the Debt Service Account, and the
Mezzanine Debt Service Account).


 


“Interest
Rate” shall mean the rate or rates at which the outstanding principal amount of each Component of the Loan bears interest
from time to time as determined in accordance with the provisions of Section 2.5 hereof.


 


“Interest
Rate Cap Agreement” shall mean, as applicable, any interest rate cap agreement (together with the confirmation and schedules
relating thereto) and any guaranty or other credit support relating thereto, each in form and substance reasonably satisfactory
to Lender between Borrower and Counterparty or any Replacement Interest Rate Cap Agreement, in each case which also satisfies the
requirements set forth in Section 2.8.


 






    - 21 -


     


    

 


“Interest
Shortfall” shall mean, with respect to any repayment or prepayment of the Loan after a Securitization (including a
repayment on the Maturity Date), the interest which would have accrued at the applicable Interest Rate on the amount of
principal of the Loan being repaid or prepaid (absent such repayment or prepayment) from and including the date on which such
repayment or prepayment occurs through and including the last day of the Interest Accrual Period related to the Monthly
Payment Date next occurring following the date of such prepayment or, if such prepayment occurs on a Monthly Payment Date,
interest which would have accrued on the prepayment amount through and including the last day of the Interest Accrual Period
related to such Monthly Payment Date; provided that in the event that Borrower shall prepay the Loan during the period
commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, the Determination
Date in such calendar month, the Interest Shortfall shall be estimated by Lender in connection with such prepayment and, once
the applicable Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the
actual Interest Shortfall required to be paid by Borrower for such prepayment and (i) if the Interest Shortfall paid to
Lender is in excess of the amount required to be paid pursuant to such calculation, Lender shall promptly return to Borrower
such excess amount and (ii) if the Interest Shortfall paid to Lender is less than the amount required to be paid to Lender
pursuant to such calculation, Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of
notice to Borrower from Lender. For the avoidance of doubt, no Interest Shortfall shall be payable with respect to any
repayment or prepayment of any portion of the Loan prior to a Securitization with respect to such portion of the Loan.


 


“Investor”
shall mean any investor or potential investor in the Loan (or any portion thereof or interest therein) in connection with any Secondary
Market Transaction.


 


“IRS” shall mean the United States
Internal Revenue Service.


 


“IRS
Code” shall mean the Internal Revenue Code of 1986, as amended from time to time or any successor statute.


 


“ISDA”
shall mean the International Swaps and Derivatives Association, or any successor organization.


 


“ISDA
Definitions” shall mean the 2006 ISDA Definitions published by ISDA, as amended or supplemented from time to time, or
any successor definitional booklet for interest rate derivatives published by ISDA from time to time.


 


“ISDA
Fallback Adjustment” shall mean the spread adjustment (which may be a positive or negative value or zero) that would
apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation
event with respect to the then-current Benchmark.


 


“ISDA
Fallback Rate” shall mean the rate that would apply for derivatives transactions referencing the ISDA Definitions to
be effective upon the occurrence of an index cessation date with respect to the then-current Benchmark, excluding the applicable
ISDA Fallback Adjustment.


 


“Land” shall mean the “Land”
as defined in the Security Instrument.


 


“Lease Term Sheet” shall have the
meaning set forth in Section 4.14(f) hereof.


 


“Lease
Termination Payments” shall mean all payments made to Borrower in connection with any rejection, termination, surrender,
contraction, or cancellation of any Lease (including in any bankruptcy case) or any lease buy-out or surrender payment from any
Tenant (including any payment relating to unamortized tenant improvements and/or leasing commissions).


 






    - 22 -


     


    

 


“Leases”
shall mean, individually or collectively, as the context may require, the “Leases” as defined in the Security Instrument.


 


“Leasing Reserve Account” shall
have the meaning set forth in Section 8.2 hereof.


 


“Leasing Reserve Cap”
shall have the meaning set forth in Section 8.2 hereof.


 


“Leasing Reserve Funds” shall have the
meaning set forth in Section 8.2 hereof.


 


“Legal
Requirements” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders,
regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting Borrower or the Property or any
part thereof, or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted
and in force, including, without limitation, the Americans with Disabilities Act of 1990, and all Permits, authorizations and regulations
relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or
known to Borrower, at any time in force affecting Borrower or the Property or any part thereof, including, without limitation,
any which may (i) require repairs, modifications or alterations in or to the Property or any part thereof, or (ii) in any way limit
the use and enjoyment thereof.


 


“Lender”
shall have the meaning set forth in the first paragraph hereof.


 


“Lender Affiliate” shall have the meaning set
forth in Section 11.2 hereof.


 


“Lender
Documents” shall mean any agreement among Lender, Mezzanine Lender and/or any participant or any fractional owner of
a beneficial interest in the Loan or the Mezzanine Loan relating to the administration of the Loan, the Mezzanine Loan, the Loan
Documents or the Mezzanine Loan Documents, including without limitation any intercreditor agreements, co-lender agreements and
participation agreements.


 


“Lender Group”
shall have the meaning set forth in Section 11.2 hereof.


 


“Letter
of Credit” shall mean an irrevocable, unconditional, transferable (without payment of any transfer fee by the transferring
or transferee beneficiary thereof), clean sight draft letter of credit acceptable to Lender in its reasonable discretion (either
an evergreen letter of credit or one which does not expire until at least sixty (60) days after the last Extended Maturity Date
or payment of the subject obligation or completion of the subject activity for which such Letter of Credit was provided (as determined
by Lender)) in favor of Lender and entitling Lender to draw thereon, in whole or in part, in New York, New York or such other domestic
location approved by Lender or pursuant to procedures of the issuing bank provided that such issuing bank allows for draws (including
partial draws) by facsimile, issued by an Eligible Institution or the U.S. agency or branch of a foreign Eligible Institution,
to an applicant/obligor that is not Borrower.


 


“Liabilities”
shall have the meaning set forth in Section 11.2 hereof.


 


“Liberty” shall have the meaning set forth in
Section 7.1(b) hereof.


 






    - 23 -


     


    

 


“LIBOR”
shall mean, with respect to each Interest Accrual Period, the rate (expressed as a percentage per annum and rounded upward,
as necessary, to the next nearest 1/1000 of 1%) equal to the rate reported for deposits in U.S. dollars, for a one-month
period, that appears on “Thomson Reuters ICE LIBOR# Rates – LIBOR01” (or the successor thereto) as of 11:00
a.m., London time, on the related Determination Date; provided that, (i) if such rate does not appear on “Thomson
Reuters ICE LIBOR# Rates – LIBOR01” (or the successor thereto) as of 11:00 a.m., London time, on such
Determination Date, LIBOR shall be the rate determined as of 11:00 a.m., London time on the Determination Date with respect
to the immediately preceding Interest Accrual Period; and (ii) notwithstanding anything to the contrary contained herein, in
no event shall LIBOR be less than zero percent (0%). Lender’s computation of LIBOR shall be conclusive and binding on
Borrower and Lender for all purposes, absent manifest error.


 


“LIBOR Conversion”
shall have the meaning set forth in Section 2.8(g) hereof.


 


“LIBOR
Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest equal to the LIBOR Rate
for each Component.


 


“LIBOR
Rate” shall mean the sum of (i) the Adjusted LIBOR Rate and (ii) the Spread for the applicable Component.


 


“Litigation”
shall have the meaning set forth in Section 3.3 hereof.


 


“Loan”
shall mean the loan made by Lenders to Borrower pursuant to this Agreement.


 


“Loan Bifurcation” shall have the
meaning set forth in Section 11.1 hereof.


 


“Loan
Documents” shall mean, collectively, this Agreement, the Note, the Security Instrument, the Environmental Indemnity,
the Assignment of Agreements, the Assignment of Management Agreement, the Assignment of Parking Management Agreement, the Collateral
Assignment of Interest Rate Cap Agreement, the Cash Management Agreement, the Restricted Account Agreement, the Guaranty, and all
other documents executed and/or delivered by any Borrower Party in connection with the Loan, as each of the same may be amended,
restated, replaced, extended, renewed, supplemented or otherwise modified from time to time.


 


“London
Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London,
England, or in New York, New York, are not open for business.


 


“Losses”
shall mean any and all actual claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings,
obligations, debts, damages (excluding punitive, consequential, exemplary and/or special damages except to the extent actually
paid by such Person to a third party), losses, actual out-of-pocket costs, expenses, fines, penalties, charges, fees, judgments,
awards, amounts paid in settlement of whatever kind or nature (including, without limitation, reasonable legal fees and other actual
and reasonable out-of-pocket expenses); provided, however, under no circumstances shall Borrower be liable for any Loss resulting
from the gross negligence or willful misconduct of Lender.


 






    - 24 -


     


    

 


“Low
Cash Flow Period” shall mean a period: (a) commencing upon the Debt Yield (tested each fiscal quarter) falling below
six percent (6.00%) during the initial term of the Loan or the first Extension Period or falling below six and one-quarter percent
(6.25%) during the second or third Extension Periods, as applicable, in each case, for any two (2) consecutive fiscal quarters;
and (b) expiring upon the date that the Debt Yield (tested each fiscal quarter) is equal to or greater than six percent (6.00%)
during the initial term of the Loan or the first Extension Period or equal to or greater than six and one-quarter percent (6.25%)
during the second or third Extension Periods, as applicable, in each case, for any two (2) consecutive fiscal quarters.


 


“Low
Cash Flow Period Threshold Collateral” shall have the meaning set forth in Section 9.10(a) hereof.


 


“Low
Cash Flow Period Threshold Collateral Account” shall have the meaning set forth in Section 9.10(b) hereof.


 


“Low
Cash Flow Period Threshold Letter of Credit” shall have the meaning set forth in Section 9.10(a) hereof.


 


“LTV”
shall mean a percentage calculated by multiplying (i) a fraction, the numerator of which is the sum of the Outstanding Principal
Balance and the outstanding principal balances of the Mezzanine Loan and the denominator of which is the then-current “as-is”
value of the Property, based on a newly-commissioned Appraisal obtained by Lender, at Borrower’s cost and reasonably approved
by Lender in form and substance by (ii) one hundred percent (100%). For purposes of determining such “as-is” value
of the Property, the Appraisal will be upwardly adjusted for all Reserve Funds deposited by Borrower on the Closing Date and then
being held by Lender in accordance with this Agreement and the other Loan Documents, so long as the items to be funded by such
Reserve Funds reduced the concluded “as-is” appraised value.


 


“Major
Lease” shall mean (i) any Lease with an Affiliate of Guarantor or Sponsor, (ii) any Lease at the Property which, individually
or when aggregated with all other leases at the Property with the same Tenant or its Affiliate, demises or, assuming the exercise
of all expansion rights and similar rights to lease additional space contained in such lease, is expected to represent more than
75,000 square feet of the aggregate rentable square feet at the Property, (iii) any Lease which contains any option, offer, right
of first refusal or other similar entitlement to acquire all or any portion of the Property, (iv) any Lease entered into during
the continuance of an Event of Default or (v) any instrument guaranteeing or providing credit support for any Lease meeting the
requirements of (i), (ii), (iii) and/or (iv) above.


 


“Management
Agreement” shall mean that certain Second Amended and Restated Management Agreement and Leasing Agreement, entered into
by and between Borrower and Manager, pursuant to which Manager is to provide management and other services with respect to the
Property, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time.


 


“Manager”
shall mean (i) Brookfield Properties Management (CA) Inc., a Delaware corporation, or (ii) such other Person selected as the manager
of the Property in accordance with the terms of this Agreement and the other Loan Documents.


 






    - 25 -


     


    

 


“Material
Action” shall mean with respect to any Person, any action to consolidate, divide or otherwise engage in or permit any
Division, or merge such Person with or into any Person, or sell all or substantially all of the assets of such Person, or to institute
proceedings to have such Person be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency
proceedings against such Person or file a voluntary bankruptcy petition or any other petition seeking, or consent to, reorganization
or relief with respect to such Person under any applicable federal or state law relating to bankruptcy, or consent to the appointment
of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Person or a substantial part of
its property (except with the written consent or at the written request of Lender), or make any assignment for the benefit of creditors
of such Person, or admit in writing such Person’s inability to pay its debts generally as they become due (excluding any
written statement to Lender and any statement required by Legal Requirements or in any legal proceeding or discovery request, or
unless such admission is true), or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve
or liquidate such Person.


 


“Material
Adverse Effect” shall mean any event or condition which causes (i) a material impairment of the ability of any Person
to perform any of its material obligations under any Loan Documents (including, without limitation, payment of principal and interest
due hereunder), (ii) a material adverse effect upon the legality, validity, binding effect or enforceability of any Loan Document
or the rights and remedies of Lender under any of the Loan Documents, or (iii) a material adverse effect on the use, value or operation
of the Property (including the Net Operating Income).


 


“Material
Agreements” shall mean any contract or other arrangement, whether written or oral, to which Borrower is a party or is
bound (including recorded encumbrances upon the Property), as to which (a) other than with respect to Permitted Easements and Permitted
Encumbrances, the counterparty is an Affiliate of Borrower, or (b) other than with respect to any cleaning or elevator and maintenance
contracts that are entered into with persons that are not Affiliates of Borrower and on commercially reasonable terms and in the
ordinary course of Borrower’s business, there is an obligation of Borrower to pay more than $1,000,000 per annum (unless
cancelable on forty-five (45) days’ or less notice without requiring the payment of termination fees or payments of any kind
(for the avoidance of doubt, payments owed to a counterparty for performance through the date of termination are not “termination
fees or payments of any kind”)); provided that the Loan Documents, the Ernst & Young Plaza Integration Agreements,
the Management Agreement, the Parking Management Agreement, the Parking Structure Management Agreement, contracts entered into
in connection with Approved Alterations, contracts entered into with respect to Required Repairs, the Mezzanine Loan Documents,
the Co-Tenancy Agreement, contracts entered into in connection with Approved Capital Expenditures, loan documents entered into
in connection with a Replacement Mezzanine Loan, and insurance policies required by this Agreement shall not be Material Agreements
(provided, that such exclusion shall not be deemed to be a waiver of any of Lender’s rights with respect to any such
documents that are otherwise set forth in the Loan Documents).


 


“Maturity
Date” shall mean the Initial Maturity Date, as such date may be extended pursuant to and in accordance with Section
2.9 hereof, or such other date on which the final payment of the principal amount of the Loan becomes due and payable as herein
provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.


 






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“Maximum
Legal Rate” shall mean the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted
for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan
Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest
rate provisions of the Loan.


 


“Member” is defined in Section
5.1 hereof.


 


“Mezzanine
Borrower” shall mean EYP Mezzanine, LLC, a Delaware limited liability company.


 


“Mezzanine
Debt Service” shall mean, with respect to any particular period of time, scheduled principal (if applicable) and interest
payments due under the Mezzanine Loan Agreement, the Mezzanine Note and the other Mezzanine Loan Documents.


 


“Mezzanine Debt Service Account”
shall have the meaning set forth in Section 9.1(b) hereof.


 


“Mezzanine Lender” shall mean
Morgan Stanley Mortgage Capital Holdings LLC and Wells Fargo Bank, National Association, together with their respective
successors and assigns.


 


“Mezzanine
Loan” shall mean that certain loan made as of the date hereof by Mezzanine Lender to Mezzanine Borrower in the original
principal amount of $30,000,000.00 and evidenced by the Mezzanine Note.


 


“Mezzanine
Loan Agreement” shall mean that certain Mezzanine Loan Agreement, dated as of the date hereof, between Mezzanine Borrower
and Mezzanine Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Mezzanine
Loan Documents” shall have the meaning ascribed to the term “Loan Documents” in the Mezzanine Loan Agreement.


 


“Mezzanine Loan
Event of Default” shall have the meaning ascribed to the term “Event of Default” in the Mezzanine Loan Agreement.


 


“Mezzanine Note” shall mean the
 “Note” as defined in the Mezzanine Loan Agreement.


 


“Mezzanine SPE Component Entity”
shall mean “SPE Component Entity” as defined in the Mezzanine Loan Agreement.


 


“Mezzanine
Trigger Period” shall mean the period commencing on the date that Lender has received written notice from Mezzanine Lender
that a Mezzanine Loan Event of Default exists and terminating on the date that Lender has received written notice from Mezzanine
Lender that a Mezzanine Loan Event of Default no longer exists.


 


“Minimum
Counterparty Rating” shall mean a long-term unsecured debt or counterparty rating from S&P of at least
 “A+”, which rating shall not include a “t” or otherwise reflect a termination risk. Notwithstanding
anything to the contrary, SMBC Capital Markets, Inc. shall qualify as a Counterparty without satisfying the Minimum
Counterparty Rating subject to providing a guaranty reasonably acceptable to Lender from an affiliate satisfying the Minimum
Counterparty Rating.


 






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“Minimum Disbursement Amount” shall
mean $15,000.00.


 


“Minimum
Ownership/Control Test” shall mean that a Qualified Equityholder or Qualified Equityholders (i) own, directly or indirectly
(including direct or indirect ownership by one or more funds Controlled by such Qualified Equityholder), at least twenty-five percent
(25%) of the equity interests in Borrower, and the right to at least twenty-five percent (25%) of the distributions from, Borrower,
and (ii) possess, directly or indirectly, the power to direct or cause the direction of the management and policies of Borrower,
whether through the ability to exercise voting power, by contract or otherwise (notwithstanding that other Persons may have the
right to participate in or veto significant management decisions).


 


“Monthly Assessments Reserve Deposit”
shall have the meaning set forth in Section 8.10 hereof.


 


“Monthly Debt Service Payment
Amount” shall mean, for the First Monthly Payment Date and for each Monthly Payment Date occurring thereafter, a
payment equal to the amount of interest which has accrued and will accrue, in each case, on each Component of the Loan during
the Interest Accrual Period in which such Monthly Payment Date occurs computed at the Interest Rate in the manner set forth
in Section 2.5 of this Agreement.


 


“Monthly Insurance
Deposit” shall have the meaning set forth in Section 8.6 hereof.


 


“Monthly Leasing Reserve Deposit”
shall have the meaning set forth in Section 8.2 hereof.


 


“Monthly Payment Date” shall
mean the First Monthly Payment Date and the ninth (9th) day of every calendar month occurring thereafter during the term of
the Loan.


 


“Monthly Tax Deposit” shall have the meaning set forth in Section 8.6 hereof.


 


“Moody’s” shall mean Moody’s Investors Service, Inc.


 


“Morningstar”
shall mean Morningstar Credit Ratings, LLC, or any of its successors in interest, assigns, and/or changed entity name or designation
resulting from any acquisition by Morningstar, Inc. or other similar entity of Morningstar Credit Ratings, LLC.


 


“MS” shall have the meaning set
forth in the first paragraph hereof.


 


“Multi-Asset
Person” shall mean a Qualified Equityholder or any other Person (and its co-guarantors or co-borrowers, if any) in respect
of which, at the time the applicable pledge is made, such Person’s (or Persons’) pro rata share of the net cash flow
from the Property is less than twenty-five percent (25%) of such Person’s (or Persons’) aggregate gross income.


 


“Multiemployer Plan” shall have
the meaning set forth in Section 3.7 hereof.


 






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“Net
Liquidation Proceeds After Debt Service” shall have the meaning ascribed to such term in the Mezzanine Loan Agreement.


 


“Net
Operating Income” shall mean, as of any date of calculation, an amount calculated by Lender equal to Gross Income from
Operations minus Operating Expenses for the Property. Lender’s calculation of Net Operating Income (including, without limitation,
determination of items that do not qualify as Operating Expenses) shall be calculated by Lender in good faith based upon criteria
that would reasonably be required by a prudent institutional commercial mortgage loan lender and shall be final absent manifest
error.


 


“Net
Proceeds” shall mean: (i) the net amount of all insurance proceeds payable as a result of a Casualty to the Property,
after deduction of reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees), if any, in
collecting such insurance proceeds, or (ii) the net amount of the Award, after deduction of reasonable costs and expenses (including,
without limitation, reasonable attorneys’ fees), if any, in collecting such Award.


 


“Net Proceeds Deficiency” shall
have the meaning set forth in Section 7.4 hereof.


 


“Net
Worth” shall mean, with respect to any Person as of a given date, (i) such Person’s total assets as of such date
(exclusive of any equity attributable to the Property or in any other asset that is part of the collateral for the Loan) less (ii)
such Person’s total liabilities as of such date, determined in accordance with an Approved Accounting Method.


 


“New
Manager” shall mean any Person replacing or becoming the assignee of the then current Manager, in each case, in accordance
with the applicable terms and conditions hereof.


 


“New
Non-Consolidation Opinion” shall mean a substantive non-consolidation opinion provided by outside counsel to Borrower
that is reasonably acceptable to Lender and, after a Securitization, acceptable to the Rating Agencies and otherwise in form and
substance reasonably acceptable to Lender and, after a Securitization, reasonably acceptable to the Rating Agencies.


 


“Non-Conforming Policy” shall have
the meaning set forth in Section 7.1 hereof.


 


“Non-Consolidation
Opinion” shall mean that certain substantive non-consolidation opinion delivered to Lender by Richards, Layton &
Finger PA in connection with the closing of the Loan.


 


“Note” shall mean, collectively,
Note A-1 and Note A-2.


 


“Note
A-1” shall mean that certain Promissory Note A-1 dated the date hereof, in the original principal amount of Two Hundred
Twenty Million and No/100 Dollars ($220,000,000.00) made by Borrower in favor of MS, as the same may be amended, restated, replaced,
extended, renewed, supplemented, severed, split, or otherwise modified from time to time.


 


“Note
A-2” shall mean that certain Promissory Note A-2 dated the date hereof, in the original principal amount of Fifty-Five
Million and No/100 Dollars ($55,000,000.00) made by Borrower in favor of Wells, as the same may be amended, restated, replaced,
extended, renewed, supplemented, severed, split, or otherwise modified from time to time.


 






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“OFAC” shall have the meaning set
forth in Section 3.30 hereof.


 


“Officer’s
Certificate” shall mean, with respect to any Person, a certificate delivered to Lender by such Person which is signed
by a Responsible Officer of such Person and which, in all events, will be subject to the exculpation provisions in this Agreement.


 


“Op Ex Monthly Deposit” shall
have the meaning set forth in Section 8.4 hereof.


 


“Operating Expense Account” shall have the meaning
set forth in Section 8.4 hereof.


 


“Operating Expense Funds” shall have the meaning set forth in Section
8.4 hereof.


 


“Operating Expenses”
shall mean, without duplication, for any date of determination, all ordinary costs and expenses of Borrower incurred during
the prior twelve (12) month period with respect to the operation, management, maintenance, repair and use of the Property,
including, without limitation, assessments, Taxes (including any special district assessments) and Insurance Premiums, a
management fee equal to the actual contractual management fees that would have been due during such period based on the
calculated Gross Income from Operations (but not to exceed three percent (3.0%) of Gross Income from Operations), and a
parking management fee equal to the actual contractual parking management fees that would have been due during such period
under the Parking Management Agreement and Parking Structure Management Agreement. Notwithstanding the foregoing, Operating
Expenses shall not include (i) depreciation or amortization, (ii) Debt Service and Mezzanine Debt Service, (iii) any reserves
required by Lender hereunder, (iv) income taxes or Other Charges in the nature of income taxes, (v) any non-recurring or
one-time extraordinary expenses, (vi) capital expenditures, (vii) tenant inducement costs and/or leasing commissions, (viii)
equity distributions, (ix) any expenses (including legal, accounting and other professional fees, expenses and disbursements)
incurred in connection with the making of the Loan or the sale, exchange, transfer, financing or refinancing of all or any
portion of the Property or in connection with the recovery of insurance proceeds or Awards which are applied to prepay the
Note, (x) any item of expense which would otherwise be considered within Operating Expenses pursuant to the provisions above
but is paid directly by any Tenant, and (xi) audit and other fees associated with requirements under the Loan Documents for
the Property; provided, that the foregoing shall be adjusted as of the applicable date of determination for any known changes
in Taxes or Insurance Premiums within the twelve (12) month period immediately following such applicable date of
determination (the “Tax and Insurance Adjustment”).


 


“Organizational Chart” shall have
the meaning set forth in Section 3.31 hereof.


 


“Other
Charges” shall mean all maintenance charges, impositions other than Taxes, and any other charges, vault charges and license
fees for the use of vaults, chutes and similar areas adjoining the Property, now or hereafter levied or assessed or imposed against
the Property or any part thereof.


 






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


 


“Other
Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt
or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other
Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.6(f)).


 


“Otherwise Rated
Insurers” shall have the meaning set forth in Section 7.1 hereof.


 


“Outstanding Principal Balance”
shall mean, as of any date of determination, the unpaid principal balance of the Loan.


 


“Owner’s
REA” shall mean that certain Amended and Restated Owners’ Operating and Reciprocal Easement Agreement, dated as
of June 20, 1986 and recorded on the June 4, 1987, as Instrument No. 87-885291 in the Official Records of Los Angeles County, as
amended pursuant to (i) that certain Amendment No. 1 to Amended and Restated Owners’ Operating and Reciprocal Easement Agreement
dated December 5, 1990, and recorded on December 21, 1990, as Instrument No, 90-2108281 in the Official Records of Los Angeles
County and rerecorded on April 30, 1991, as Instrument No, 91-619078 in the Official Records of Los Angeles County and


(ii) that certain Amendment
No. 2 to Amended and Restated Owners’ Operating and Reciprocal Easement Agreement dated January 1, 1993, and recorded on
January 30, 1995, as Instrument No. 95-150496 in the Official Records of Los Angeles County, as the same may be amended, restated,
supplemented or modified from time to time in accordance with the terms and provisions of this Agreement, and as the same may be
assigned from time to time.


 


“PACE
Loan” shall mean (a) any “Property-Assessed Clean Energy loan” or (b) any other indebtedness, without regard
to the name given to such indebtedness, which is (i) incurred for improvements to any Property for the purpose of increasing energy
efficiency, increasing use of renewable energy sources, resource conservation, or a combination of the foregoing, and (ii) repaid
through multi-year assessments against any Property.


 


“Parking
Management Agreement” shall mean that certain Management Agreement, dated as of August 1, 2014, entered into by and between
Borrower and Parking Manager, as amended by that certain Letter Agreement dated as of September 8, 2020, pursuant to which Manager
is to provide parking management and other services with respect to the executive garage at the Property, as the same may be amended,
restated, replaced, extended, renewed, supplemented or otherwise modified from time to time.


 


“Parking
Manager” shall mean (i) ABM Industry Groups, LLC, a Delaware limited liability company or (ii) such other Person selected
as the parking manager of the Property in accordance with the terms of this Agreement and the other Loan Documents.


 


“Parking Rent Shortfall
Reserve Account” shall have the meaning set forth in Section 8.9 hereof.


 






    - 31 -


     


    

 


“Parking Rent Shortfall Reserve Funds”
shall have the meaning set forth in Section 8.9 hereof.


 


“Parking Structure Management
Agreement” shall mean that certain Management Agreement, dated as of September 10, 2014, by and among Borrower, BOP
FIGAT7TH LLC, a Delaware limited liability company, BOP FIGAT7TH Parking LLC, a Delaware limited liability company, Maguire
Properties – 777 Tower, LLC, a Delaware limited liability company, and Parking Manager, as amended by that certain
Letter Agreement dated as of September 8, 2020, as the same may be amended, restated, supplemented or modified from time to
time in accordance with the terms and provisions of this Agreement, and as the same may be assigned from time to time.


 


“Participant” shall have the
meaning set forth in Section 11.6 hereof.


 


“Participant Register” shall have the meaning set forth in
Section 11.6 hereof.


 


“Patriot Act” shall have the meaning set forth in Section 3.30 hereof.


 


“Pension
Plan” shall have the meaning set forth in Section 3.7 hereof.


 


“Permits”
shall mean all certificates, licenses, permits, franchises, certificates of occupancy, consents, and other approvals (governmental
and otherwise) necessary or desirable for the operation of the Property and the conduct of Borrower’s business (including,
without limitation, all required zoning, building code, land use, environmental and other similar permits or approvals).


 


“Permitted
Assumption” shall have the meaning set forth in Section 6.4 hereof.


 


“Permitted Easement”
means easements, rights of way, restrictions, covenants, reservations, and other similar encumbrances (or amendments thereto
or terminations thereof) and construction access agreements in connection with the Ernst & Young Plaza Development and/or
any other neighboring development or property (i) reasonably approved by Lender, (ii) expressly set forth in Leases executed
on or prior to the date hereof, or in any other Lease for which Lender’s approval is obtained (or with respect to any
Lease that is not a Major Lease, with the prior written consent of the Lender) or any easements expressly set forth in any
Ernst & Young Plaza Integration Agreement, Co-Tenancy Agreement, or Amended REA, or (iii) entered into by Borrower in the
ordinary course of business for use, access, ingress, egress, traffic circulation, parking, development and construction,
water and sewer lines, telephones and telegraph lines, electric lines, internet, cable, and Wi-Fi hardware, other utilities,
solar and/or fuel cell facilities, or for other similar purposes, provided that no such easement or other similar encumbrance
shall materially impair the use, operation or value of the Property or otherwise have a Material Adverse Effect; provided,
that with respect to clause (iii), in no event shall a Permitted Easement be deemed to include an “easement of
light and air” or a transfer of any air or development rights in violation of this Agreement or, unless otherwise
approved by the Lender in its reasonable discretion.


 






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“Permitted
Encumbrances” shall mean, with respect to the Property, collectively, (a) the lien and security interests created
by this Agreement and the other Loan Documents, (b) the lien and security interests created by the Mezzanine Loan Agreement,
the other Mezzanine Loan Documents and any loan documents entered into with respect to a Replacement Mezzanine Loan, (c) all
liens, encumbrances and other matters disclosed in the Title Insurance Policy, (d) liens, if any, for Taxes and Other Charges
imposed by any Governmental Authority not yet delinquent or that are being contested in good faith in accordance with the
requirements of this Agreement (or liens, if any, for Taxes and Other Charges which are permitted to exist pursuant to the
terms of this Agreement without constituting an Event of Default hereunder), (e) the Ernst & Young Plaza Integration
Agreements, existing Leases and new Leases entered into in accordance with this Agreement, and any amendments, modifications,
supplements or restatements to each of the foregoing permitted hereunder, (f) any Permitted Equipment Leases, (g) any
workers’, mechanics’ or other similar liens on the Property arising in the ordinary course of business provided
that any such lien is being contested in good faith in accordance with the requirements of this Agreement (or any
workers’, mechanics’ or other similar liens, if any, which are permitted to exist pursuant to the terms of this
Agreement without constituting an Event of Default hereunder), (h) Permitted Easements, (i) such other title and survey
exceptions as Lender has approved or may approve in writing in Lender’s sole discretion or which do not require
Lender’s consent or approval hereunder, (j) subordination, non-disturbance and attornment agreements with tenants or
subtenants (i) entered into by Lender, or (ii) entered into by Borrower (A) where Lender has consented in writing to Borrower
entering into such non-disturbance agreement or (B) where Lender has entered into a non-disturbance agreement with respect to
the sublease in question, (k) any liens of a bank or a securities intermediary on any Accounts which arise as a matter of law
(and not by contract) on items in the course of collection or encumbering deposits, and (l) any current or future ordinance,
including any supplemental use district ordinance, allowing the installation of signage at the Property.


 


“Permitted
Equipment Leases” shall mean equipment leases or other similar instruments entered into with respect to the Personal
Property; provided, that, in each case, such equipment leases or similar instruments (i) are entered into on commercially
reasonable terms and conditions in the ordinary course of Borrower’s business and (ii) relate to Personal Property which
is used in connection with the operation and maintenance of the Property in the ordinary course of Borrower’s business.


 


“Permitted
Investments” shall mean any one or more of the following obligations or securities acquired at a purchase price of not
greater than par, including those issued by Servicer, or any trustee under any Securitization or any of their respective Affiliates,
payable on demand or having a maturity date not later than the Business Day immediately prior to the first Monthly Payment Date
following the date of acquiring such investment and meeting one of the appropriate standards set forth below:


 


(a)   
the following obligations of, or the following obligations directly and unconditionally guaranteed as to principal and interest
by, the U.S. government or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit
of the United States of America and have maturities not in excess of one year:


 


		(i)	U.S Treasury obligations (all direct or fully guaranteed obligations);



 


		(ii)	U.S. Department of Housing and Urban Development public
housing agency bonds (previously referred to as local authority bonds);



 






    - 33 -


     


    

 


		(iii)	Federal Housing Administration debentures;



 


		(iv)	Government National Mortgage Association (GNMA) guaranteed
mortgage-bank securities or participation certificates;



 


		(v)	RefCorp debt obligations; and



 


		(vi)	SBA-guaranteed participation certificates and guaranteed
pool certificates;



 


(b)      federal
funds, unsecured certificates of deposit, time deposits, banker’s acceptances, and repurchase agreements having
maturities of not more than 90 days of any commercial bank organized under the laws of the United States of America or any
state thereof or the District of Columbia, the short-term debt obligations of which are rated (a)   “A-1+”
(or the equivalent) by S&P and, if it has a term in excess of three months, the long-term debt obligations of which are
rated “AAA” (or the equivalent) by S&P, and that (1) is
at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and
(2) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000, (b) in one of the following
Moody’s rating categories: (1) for maturities less than one month, a long-term rating of “A2” or a
short-term rating of “P-1”, (2) for
maturities between one and three months, a long-term rating of “A1” and a short- term rating of
 “P-1”, (3) for maturities between three months to six months, a long-term rating of “Aa3” and a
short-term rating of “P-1” and (4) for maturities over six months, a long-term rating of “Aaa” and a
short-term rating of “P-1”, or such other ratings as confirmed in a Rating Agency Confirmation and (c) in one of
the following Fitch rating categories: (1) for maturities less than three months, a long term rating of “A” and a
short term rating of “F-1” and (2) for maturities greater than three months, a long-term rating of
 “AA-” and a short term rating of “F-1+”;


 


 (c)       deposits that are fully insured by the Federal Deposit Insurance Corp.;




 


(d)      commercial
paper rated (a) “A-1+” (or the equivalent) by S&P and having a maturity of not more than 90 days, (b) in one
of the following Moody’s rating categories: (i)  for
maturities less than one month, a long-term rating of “A2” or a short-term rating of “P-1”, (ii) for
maturities between one and three months, a long-term rating of “A1” and a short-term rating of “P-1”,
(iii) for maturities between three months to six months, a long- term rating of “Aa3” and a short-term rating of
 “P-1” and (iv) for maturities over six months, a long-term rating of “Aaa” and a short-term rating of
 “P-1” and (c) in one of the following Fitch rating categories: (1) for maturities less than three months, a long
term rating of “A” and a short term rating of “F-1” and (2) for maturities greater than three months,
a long-term rating of “AA-” and a short term rating of “F-1+”; and


 


(e)     
such other investments as to which each Rating Agency shall have delivered a Rating Agency Confirmation.


 


Notwithstanding
the foregoing, “Permitted Investments” (i) shall exclude any security with the S&P’s “r”
symbol (or any other Rating Agency’s corresponding symbol) attached to the rating (indicating high volatility or
dramatic fluctuations in their expected returns because of market risk), as well as any mortgage-backed securities and any
security of the type commonly known as “strips”; (ii) shall be limited to those instruments that have a
predetermined fixed dollar of principal due at maturity that cannot vary or change; (iii) shall only include instruments that
qualify as “cash flow investments” (within the meaning of Section 860G(a)(6) of the IRS Code); and (iv) shall
exclude any investment where the right to receive principal and interest derived from the underlying investment provides a
yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment. Interest may either be
fixed or variable, and any variable interest must be tied to a single interest rate index plus a single fixed spread (if
any), and move proportionately with that index. No investment shall be made which requires a payment above par for an
obligation if the obligation may be prepaid at the option of the issuer thereof prior to its maturity. All investments shall
mature or be redeemable upon the option of the holder thereof on or prior to the earlier of (x) three months from the date of
their purchase and (y) the Business Day preceding the day before the date such amounts are required to be applied
hereunder.


 






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“Permitted Transfers” shall have
the meaning specified in Section 6.3 hereof.


 


“Person”
shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.


 


“Personal
Property” shall mean the “Personal Property” as defined in the Security Instrument.


 


“Plan” shall have the meaning set
forth in Section 3.7 hereof.


 


“Policies” and “Policy”
shall have the meanings specified in Section 7.1 hereof.


 


“Prepayment Date” shall have the meaning specified
in Section 2.7(a) hereof.


 


“Prepayment Notice” shall have the meaning specified in Section 2.7(a)
hereof.


 


“Prepayment
Premium” shall mean with respect to a repayment or prepayment of the outstanding principal balance of any Component
of the Loan made on or prior to the Prepayment Premium Date and which requires the payment of the Prepayment Premium pursuant
to the applicable terms and conditions hereof, an amount equal to the product of (a) the Spread (or Prime Rate Spread, as
applicable, but in no event less than the Spread), with respect to such Component, (b)   the
outstanding principal balance of such Component being prepaid, and (c) a fraction, the numerator of which is the number of
days remaining (i) with respect to any outstanding principal balance of the Loan that has not been securitized, from (and
including) the date that such prepayment is made through (and including) the Prepayment Premium Date and (ii) with respect to
any outstanding principal balance of the Loan that has been securitized, from (but excluding) the last day of the Interest
Accrual Period related to the Monthly Payment Date next occurring following the date of such prepayment (or, if such
prepayment occurs on a Monthly Payment Date, the last day of the Interest Accrual Period related to such Monthly Payment
Date), through (and including) the last day of the Interest Accrual Period during which the Prepayment Premium Date occurs
and, in either case, the denominator of which is 360. For the avoidance of doubt, no Prepayment Premium is payable on any
repayment or prepayment of the outstanding principal balance of any Component of the Loan made after the Prepayment Premium
Date. The amount of the Prepayment Premium shall be determined by Lender in its reasonable discretion and shall be final and
binding absent manifest error.


 






    - 35 -


     


    

 


“Prepayment
Premium Date” shall mean the Monthly Payment Date occurring in October, 2021.


 


“Previously-Owned Property” shall
mean the property set forth on Schedule XIII hereto.


 


“Prime
Index Rate” shall mean, with respect to each Interest Accrual Period, the rate of interest published in The Wall Street
Journal from time to time as the “Prime Rate” for the U.S. on the related Determination Date. If more than one “Prime
Rate” for the U.S. is published in The Wall Street Journal for a day, the average of such “Prime Rates” shall
be used, and such average shall be rounded up to the nearest 1/100th of one percent (0.01%). If The Wall Street Journal ceases
to publish the “Prime Rate” for the U.S., Lender shall select an equivalent publication that publishes such “Prime
Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered
by a governmental or quasigovernmental body, then Lender shall select a comparable interest rate index.


 


“Prime
Rate” shall mean, with respect to each Interest Accrual Period, the per annum rate of interest equal to the Prime Index
Rate plus the Prime Rate Spread for each Component; provided, however, that the Prime Rate shall not be less than
the Spread for the applicable Component.


 


“Prime
Rate Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest equal to the Prime Rate
for each Component.


 


“Prime
Rate Spread” shall mean, with respect to any Component of the Loan, as the same may be reallocated pursuant to, and in
accordance with, the restrictions and limitations contained in Section 11.1 hereof, in connection with any conversion of
the Loan from (a) a LIBOR Loan to a Prime Rate Loan, the difference (expressed as the number of basis points) obtained by subtracting
(i) the Prime Index Rate as of the Determination Date for which LIBOR was last available from (ii) the Adjusted LIBOR Rate, determined
as of such Determination Date, plus the Spread for such Component, or (b) an Alternate Rate Loan to a Prime Rate Loan, the difference
(expressed as the number of basis points) obtained by subtracting (i) the Prime Index Rate as of the Determination Date for which
the Alternate Index Rate was last available from (ii) the Alternate Index Rate, determined as of such Determination Date, plus
the Spread for such Component.


 


“Prior
Loan” shall mean any prior mortgage financing of the Property or any portion thereof between the Borrower and the lender
thereunder.


 


“Priority
Payment Cessation Period” shall mean the period of time after (i) the acceleration of the Loan during the
continuance of an Event of Default, (ii) the initiation of (a) judicial or non-judicial foreclosure proceedings, (b)
proceedings for the appointment of a receiver, or (c) similar remedies permitted by this Agreement or the other Loan
Documents relating to all or a material portion of the Property, and/or (iii) the imposition of a stay, an injunction, or a
similar judicially-imposed device that has the effect of preventing Lender from exercising its remedies under this Agreement
or the other Loan Documents.


 






    - 36 -


     


    

 


“Priority
Waterfall Payments” shall mean the payments described in clauses (ii), (iii), (iv), and (vii)
of Section 9.3(a) hereof (for the Monthly Tax Deposit, the Monthly Assessments Reserve Deposit, the Monthly Insurance Deposit
and the Op Ex Monthly Deposit).


 


“Prohibited
Entity” shall mean any Person which (i) is a statutory trust or similar Person, (ii) owns a direct or indirect
interest in Borrower, any SPE Component Entity or the Property through a tenancy-in-common or other similar form of ownership
interest (other than the tenancy- in-common interest in the Property held by Borrower on the date hereof (and any transfer of
the same in accordance with the terms and conditions of Article 6 hereof)) and/or (iii) is a Crowdfunded Person.


 


“Prohibited
Transfer” shall have the meaning set forth in Section 6.2 hereof.


 


“Property” shall mean
each parcel of real property, the Improvements now or hereafter erected thereon, and all Personal Property owned by Borrower
and encumbered by the Security Instrument, together with all rights pertaining to the Property and Improvements, as more
particularly described in Article 1 of the Security Instrument and referred to therein as the “Property”.


 


“Provided
Information” shall mean any information provided by or on behalf of any Borrower Party in connection with the Loan, the
Mezzanine Loan, the Property, or such Borrower Party, and/or any related matter or Person (but excluding in all events any summary
of the terms of the Loan Documents).


 


“Qualified
Equityholder” shall mean (i) Sponsor, BPY and/or BAM, or any successor to any of the foregoing by merger,
acquisition, initial public offering or similar corporate transaction, (ii) any entity approved by Lender, such approval not
to be unreasonably withheld, conditioned, or delayed, or (iii) any Affiliate (including any subsidiary) of any of the
foregoing, any investment fund directly or indirectly controlled by Sponsor, BPY, and/or BAM, or any other Person, in each
case under this clause (iii) (a) with a Net Worth equal to or in excess of $100,000,000, (b) possessing experience
directly or indirectly investing in or making loans with respect to commercial real estate office properties in the United
States, and (c) that (1) prior to the Securitization of the entire Loan, satisfies Lender’s customary “know your
customer” requirements and (2) after the Securitization of the entire Loan, is not subject to a Bankruptcy Event or a
material governmental or regulatory investigation which resulted in a final, non- appealable conviction for criminal activity
involving moral turpitude or a civil proceeding in which such Person has been found liable in a final non-appealable judgment
to have attempted to hinder, delay or defraud creditors, in each case for the past seven (7) years; provided, that
this clause (c) does not, in and of itself, afford any Person the right to approve the Qualified Equityholder based on
anything other than the matters set forth in this clause (c), or to impose additional fees or expenses in connection
with such Qualified Equityholder (or the approval thereof), and (d) that is able to remake Borrower’s representations
and comply with Borrower’s covenants set forth in Sections 3.29 and 3.30 hereof.


 






    - 37 -


     


    

 


“Qualified Insurer” shall have the
meaning set forth in Section 7.1 hereof.


 


“Qualified
Management Agreement” shall mean a management agreement with a Qualified Manager with respect to the Property which
is (a) (i) substantially in the same form and substance as any Management Agreement approved (or deemed approved) by Lender
with respect to the Loan and (ii) entered into on an arm’s-length basis and otherwise on commercially reasonable terms,
with economic terms and management fees and leasing commissions comparable to the then-existing local market rates and in no
event shall such management fees exceed three percent (3.0%) of Gross Income from Operations unless approved by Lender, or
(b) otherwise reasonably approved by Lender in writing. To the extent that the Deemed Approval Requirements are fully
satisfied in connection with any Borrower request for approval under clause (b) of this definition and Lender
thereafter fails to respond, Lender’s approval shall be deemed given with respect to the matter for which approval was
requested.


 


“Qualified
Manager” shall mean (i) the initial Manager, (ii) a property management company controlled by Sponsor, BAM and/or BPY,
(iii) a property management company listed on Schedule II attached hereto or any property management company that is Controlled
by or under common Control with any management company on such schedule, (iv) a reputable and experienced real estate management
organization possessing experience in managing, during the five (5) years immediately preceding such management company’s
engagement as Manager, at least five (5) Class A office buildings in major U.S. metropolitan areas with square footage in excess
of two million (2,000,000) leasable square feet in the aggregate, (v) a property management company that is reasonably approved
by Lender, or (vi) following any Permitted Assumption or Permitted Transfer, any Affiliate of the applicable Replacement Guarantor.
To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for approval under
clause (v) of this definition and Lender thereafter fails to respond, Lender’s approval shall be deemed given with
respect to the matter for which approval was requested.


 


“Qualified
Parking Management Agreement” shall mean a parking management agreement with a Qualified Parking Manager with respect
to the Property which is (a) (i) substantially in the same form and substance as any Parking Management Agreement approved (or
deemed approved) by Lender with respect to the Loan and (ii) entered into on an arm’s-length basis and otherwise on commercially
reasonable terms, with economic terms and management fees comparable to the then-existing local market rates and in no event shall
such management fees exceed the management fees payable under the Parking Management Agreement in effect on the Closing Date unless
approved by Lender, or (b) otherwise reasonably approved by Lender in writing. To the extent that the Deemed Approval Requirements
are fully satisfied in connection with any Borrower request for approval under clause (b) of this definition and Lender
thereafter fails to respond, Lender’s approval shall be deemed given with respect to the matter for which approval was requested.


 


“Qualified
Parking Manager” shall mean (i) the initial Parking Manager, (ii) a parking management company controlled by
Sponsor, BAM and/or BPY, (iii) a parking management company listed on Schedule V attached hereto or any parking
management company that is Controlled by or under common Control with any management company on such schedule, or (iv) a
property management company that is reasonably approved by Lender. To the extent that the Deemed Approval Requirements are
fully satisfied in connection with any Borrower request for approval under clause (iv) of this definition and Lender
thereafter fails to respond, Lender’s approval shall be deemed given with respect to the matter for which approval was
requested.


 






    - 38 -


     


    

 


“Radius” shall have the meaning
set forth in Section 7.1(c) hereof.


 


“Rate
Election Notice” shall mean a written notice of the election by Lender, made in Lender’s sole discretion, to declare
that a “Term SOFR Transition Event” shall occur.


 


“Rating
Agencies” shall mean each of S&P, Moody’s, Fitch, Morningstar, and any other nationally-recognized statistical
rating agency designated by Lender (and any successor to any of the foregoing).


 


“Rating
Agency Condition” shall be deemed to exist if (i) any Rating Agency fails to respond to any request for a Rating Agency
Confirmation with respect to any applicable matter or otherwise elects (orally or in writing) not to consider any applicable matter
or (ii) Lender (or its Servicer) is not required to and/or elects not to obtain (or cause to be obtained) a Rating Agency Confirmation
with respect to any applicable matter, in each case, pursuant to and in compliance with any pooling and servicing agreement(s)
or similar agreement(s), in each case, relating to the servicing and/or administration of the Loan.


 


“Rating
Agency Confirmation” shall mean (i) prior to a Securitization or if the Rating Agency Condition exists, that Lender has
(in consultation with the Rating Agencies (if required by Lender)) approved the matter in question in writing based upon Lender’s
good faith determination of applicable Rating Agency standards and criteria and (ii) from and after a Securitization (to the extent
the Rating Agency Condition does not exist), a written affirmation from each of the Rating Agencies (obtained at Borrower’s
sole cost and expense) that the credit rating of the Securities by such Rating Agency immediately prior to the occurrence of the
event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result
of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion.


 


“Register” shall have the meaning
set forth in Section 11.6 hereof.


 


“Registration Statement”
shall have the meaning set forth in Section 11.2 hereof.


 


“Regulation AB” shall mean Regulation AB under
the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.


 


“REIT”
shall mean a real estate investment trust within the meaning of Section 856 of the IRS Code.


 


“Related
Loan” shall mean a loan to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization
with the Loan (or any portion thereof or interest therein).


 


“Related
Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto,
that is “related” within the meaning of the definition of Significant Obligor, to the Property.


 






    - 39 -


     


    

 


“Relevant
Governmental Body” shall mean the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


“REMIC
Opinion” shall mean, as to any matter, an opinion as to the compliance of such matter with applicable REMIC Requirements
(which such opinion shall be, in form and substance and from a provider, in each case, reasonably acceptable to Lender and acceptable
to the Rating Agencies).


 


“REMIC Payment” shall have the meaning
set forth in Section 7.3 hereof.


 


“REMIC
Requirements” shall mean any applicable legal requirements relating to any REMIC Trust (including, without limitation,
those relating to the continued treatment of the Loan (or the applicable portion thereof and/or interest therein) as a “qualified
mortgage” held by such REMIC Trust, the continued qualification of such REMIC Trust as such under the IRS Code, the non-imposition
of any tax on such REMIC Trust under the IRS Code (including, without limitation, taxes on “prohibited transactions”
and “contributions”) and any other constraints, rules and/or other regulations and/or requirements relating to the
servicing, modification and/or other similar matters with respect to the Loan (or any portion thereof and/or interest therein)
that may now or hereafter exist under applicable legal requirements (including, without limitation under the IRS Code)).


 


“REMIC Trust”
shall mean any “real estate mortgage investment conduit” within the meaning of Section 860D of the IRS Code that holds
any interest in all or any portion of the Loan.


 


“Rent Loss Proceeds” shall
have the meaning set forth in Section 7.1 hereof.


 


“Rents” shall mean the “Rents” as defined
in the Security Instrument.


 


“Replaced Mezzanine Loan” shall
have the meaning set forth in Section 6.5 hereof.


 


“Replacement
Guarantor” shall mean a Qualified Equityholder who (a) either Controls Borrower or owns a direct or indirect interest
in Borrower, and (b) satisfies (in the aggregate, together with any other Replacement Guarantor) the financial covenants set forth
in Section 26 of the Guaranty.


 


“Replacement
Interest Rate Cap Agreement” shall have the meaning set forth in Section 2.8(c) hereof.


 


“Replacement Mezzanine Borrower”
shall have the meaning set forth in Section 6.5 hereof.


 


“Replacement Mezzanine Intercreditor Agreement”
shall have the meaning set forth in Section 6.5 hereof.


 


“Replacement Mezzanine Lender” shall
have the meaning set forth in Section 6.5 hereof.


 


“Replacement Mezzanine Loan” shall have the meaning
set forth in Section 6.5 hereof.


 






    - 40 -


     


    

 



 


“Replacement Mezzanine
Loan Documents” shall have the meaning set forth in Section 6.5 hereof.




 


“Reporting Failure”
shall have the meaning set forth in Section 4.12 hereof.


 


“Required Financial Item” shall have the meaning
set forth in Section 4.12 hereof.


 


“Reserve
Accounts” shall mean the Tax Account, the Insurance Account, the Assessments Reserve Account, the Custodial Funds Account,
the Excess Cash Flow Account, the Operating Expense Account, the Free Rent Reserve Account, the Discounted/Free Parking Reserve
Account, the Leasing Reserve Account, the GSA Tenant Space Leasing Reserve Account, the Parking Rent Shortfall Reserve Account,
the Low Cash Flow Period Threshold Collateral Account, and any other escrow account established by this Agreement or the other
Loan Documents (but specifically excluding the Cash Management Account, the Restricted Account, the Debt Service Account, and the
Mezzanine Debt Service Account).


 


“Reserve
Funds” shall mean the Tax and Insurance Funds, the Excess Cash Flow Funds, the Assessments Reserve Funds, the Operating
Expense Funds, the Free Rent Reserve Funds, the Discounted/Free Parking Reserve Funds, the Leasing Reserve Funds, the GSA Tenant
Space Leasing Reserve Account, the Parking Rent Shortfall Reserve Funds, the Low Cash Flow Period Threshold Collateral, and any
other escrow funds established by this Agreement or the other Loan Documents.


 


“Reserve
Percentage” shall mean the rates (expressed as a decimal) of reserve requirements applicable to Lender on the date two
(2) London Business Days prior to the beginning of such Interest Accrual Period (including, without limitation, basic, supplemental,
marginal and emergency reserves) under any regulations of any Governmental Authority as now and from time to time hereafter in
effect, dealing with reserve requirements prescribed for Eurocurrency funding (currently referred to as “Eurocurrency Liabilities”
in Regulation D of the Board of Governors of the Federal Reserve System) (or against any other category of liabilities which includes
deposits by reference to which LIBOR is determined or against any category of extensions of credit or other assets which includes
loans by a non-United States office of a depository institution to United States residents or loans which charge interest at a
rate determined by reference to such deposits). The determination of the Reserve Percentage shall be based on the assumption that
Lender funded one hundred percent (100%) of the Loan in the interbank Eurodollar market. In the event of any change in the rate
of such Reserve Percentage during an Interest Accrual Period, or any variation in such requirements based upon amounts or kinds
of assets or liabilities, or other factors, including, without limitation, the imposition of Reserve Percentages, or differing
Reserve Percentages, on one or more but not all of the holders of the Loan or any participation therein, Lender may use any reasonable
averaging and/or attribution methods which it deems appropriate and practical for determining the rate of such Reserve Percentage
which shall be used in the computation of the Reserve Percentage. Lender’s computation of the Reserve Percentage shall be
determined conclusively by Lender and shall be conclusive and binding on Borrower for all purposes, absent manifest error. Notwithstanding
the foregoing, the parties agree that following a Securitization of the entire Loan, the Reserve Percentage shall be zero and shall
not be applicable to this Loan in determining the Adjusted LIBOR Rate.


 



    - 41 -


     


    

 





“Responsible
Officer” shall mean, with respect to a Person, the chairman of the board, president, chief operating officer, chief financial
officer, treasurer, secretary, vice president or other duly authorized officer of such Person.


 


“Restoration”
shall mean, following the occurrence of a Casualty or a Condemnation which is of a type necessitating the repair of the Property
(or any portion thereof), the completion of the repair and restoration of the Property (or applicable portion thereof) as nearly
as possible to the condition the Property (or applicable portion thereof) was in immediately prior to such Casualty or Condemnation,
with such alterations as may be reasonably approved by Lender.


 


“Restoration Retainage”
shall have the meaning set forth in Section 7.4 hereof.


 


“Restoration Threshold”
shall mean an amount equal to five percent (5%) of the Outstanding Principal Balance.


 


“Restricted Account” shall have
the meaning set forth in Section 9.1 hereof.


 


“Restricted
Account Agreement” shall mean that certain Deposit Account Control Agreement (Soft Lockbox) by and among Borrower, Lender
and Wells Fargo Bank, National Association, dated as of the date hereof, as the same may be amended, restated, replaced, supplemented
or otherwise modified from time to time in accordance with the terms hereof.


 


“Restricted Party” shall have the
meaning set forth in Section 6.1 hereof.


 


“S&P”
shall mean S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC.


 


“Sale or Pledge” shall have
the meaning set forth in Section 6.1 hereof.


 


“Sanctions” shall have the meaning set forth in Section
3.30 hereof.


 


“Secondary
Market Adverse Change” shall have the meaning set forth in Section 11.1 hereof.


 


“Secondary Market Transaction”
shall have the meaning set forth in Section 11.1 hereof.


 


“Securities” shall have the meaning set forth
in Section 11.1 hereof.


 


“Securities Act” shall mean
the Securities Act of 1933, as amended.


 


“Securitization” shall have the meaning set forth in Section 11.1
hereof.


 


“Security
Deposits” shall mean any advance deposits or any other deposits collected with respect to the Property, whether in
the form of cash, letter(s) of credit or other cash equivalents (including, without limitation, such deposits made in
connection with any Lease).


 


“Security
Instrument” shall mean that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture
Filing dated as of the date hereof, executed and delivered by Borrower as security for the Loan and encumbering the Property,
as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 



    - 42 -


     


    




 


“Security Instrument Taxes”
shall have the meaning set forth in Section 15.2 hereof.


 


“Servicer” shall have the meaning set forth
in Section 17.26 hereof.


 


“Servicing Agreement” shall have
the meaning set forth in Section 17.26 hereof.


 


“Settlement Threshold”
shall mean an amount equal to five percent (5%) of the Outstanding Principal Balance.


 


“Severed Loan Documents” shall
have the meaning set forth in Article 10 hereof.


 


“SFHA” shall have the meaning set forth in Section
7.1 hereof.


 


“Significant Obligor”
shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act.


 


“Single
Purpose Entity” shall mean an entity whose structure and organizational and governing documents are otherwise in form
and substance acceptable to Lender and the Rating Agencies, and which has complied since the date of its formation and shall comply
with the requirements set forth in Section 5.1 hereof.


 


“SOFR”
shall mean, with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of
New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s
Website.


 


“SPE Component Entity”
shall have the meaning set forth in Section 5.1 hereof.


 


“Special Member” shall have the meaning set forth
in Section 5.1 hereof.


 


“Sponsor”
shall mean Brookfield DTLA Holdings LLC, a Delaware limited liability company.


 


“Spread”
shall mean, with respect to each Component of the Loan, as the same may be reallocated pursuant to, and in accordance with, the
restrictions and limitations contained in Section 11.1 hereof:


 


		(a)	Component A:           	2.857%;
	 	 	 	 
		(b)	Component B:           	2.857%;
	 	 	 	 
		(c)	Component C:           	2.857%;
	 	 	 	 
		(d)	Component D:            	2.857%;
	 	 	 	 
		(e)	Component E: 	2.857%;
	 	 	 	 
		(f)	Component F:           	2.857%;
	 	 	 	 
		(g)	Component G:           	2.857%; and
	 	 	 	 
		(h)	Component HRR:      	2.857%;



 






    - 43 -


     


    

 


“State”
shall mean the state in which the Property or any part thereof is located.


 


“Strike Rate” shall mean four percent
(4.00%).


 


“Sub-REA”
shall mean that certain Reciprocal Easement and Cost Sharing Agreement, by and among Borrower, BOP FIGAT7TH LLC, a Delaware limited
liability company, and BOP FIGAT7TH PARKING LLC, a Delaware limited liability company, dated as of September 10, 2014 and recorded
in the Official Records of Los Angeles County on September 11, 2014 as Instrument No. 20140962893, as amended by that certain First
Amendment to Reciprocal Easement and Cost Sharing Agreement, dated as of September 23, 2020, and as the same may be amended, restated,
supplemented or modified from time to time in accordance with the terms and provisions of this Agreement, and as the same may be
assigned from time to time.


 


“Substitute
Interest Rate Cap Agreement” shall have the meaning set forth in Section 2.8(g) hereof.


 


“Substitute
Strike Rate” shall mean the greater of (i) four percent (4.00%) (as adjusted by the Alternate Rate Spread Adjustment)
and (ii) a percentage rate equal to the Alternate Rate or Prime Rate, as applicable, which would yield a Debt Service Coverage
Ratio of 1.10:1.00.


 


“Survey”
shall mean the survey of the Property certified and delivered to Lender in connection with the closing of the Loan.


 


“Syndication” shall have the
meaning set forth in Section 11.6 hereof.


 


“Tax
Account” shall have the meaning set forth in Section 8.6 hereof.


 


“Tax and Insurance
Adjustment” shall have the meaning set forth in the definition of “Operating Expenses.”


 


“Tax
and Insurance Funds” shall have the meaning set forth in Section 8.6 hereof.


 


“Tax Payment
Date” shall mean, with respect to any applicable Taxes, the date occurring ten (10) days prior to the date the same
would be delinquent if not paid.


 


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


 


“Tenant”
shall mean any Person leasing, subleasing or otherwise occupying any portion of the Property under a Lease or other occupancy agreement.


 


“Term
SOFR” shall mean the forward-looking term rate for an approximately one-month period based on SOFR that has been selected
or recommended by the Relevant Governmental Body.


 






    - 44 -


     


    

 


“Term SOFR Transition Event” shall
mean the occurrence of:


 


(i)        a determination by the Lender that Term SOFR for approximately a one- month period is displayed on a screen or other information
service that publishes such rate from time to time and such screen or other information service is acceptable to Lender in its
reasonable discretion; and


 


(ii)       the
provision by the Lender of the applicable Rate Election Notice to each of the other parties hereto.


 


“Terrorism
Premium Cap” shall have the meaning set forth in Section 7.1(b) hereof.


 


“TIC Property” shall
mean the portion of the Property owned by Borrower as a tenant-in-common pursuant to the Co-Tenancy Agreement.


 


“Title
Insurance Policy” shall mean the ALTA mortgagee title insurance policy issued with respect to the Property and insuring
the lien of the Security Instrument.


 


“Transferee” shall have the meaning
set forth in Section 6.4 hereof.


 


“Trigger
Period” shall mean (a) a Default Trigger Period, (b) a Mezzanine Trigger Period, (c)   a
Low Cash Flow Period, or (d) a GSA Tenant Trigger Period. Notwithstanding the foregoing, a Trigger Period shall not be deemed
to expire in the event that a Trigger Period then exists for any other reason.


 


“TRIPRA” shall
have the meaning set forth in Section 7.1(b) hereof.


 


“True
Up Payment” shall mean a payment into the applicable Reserve Account of a sum which, taking into account any anticipated
applicable monthly deposits into the applicable Reserve Account, will be sufficient to discharge the obligations and liabilities
for which such Reserve Account was established as and when required by this Agreement. The amount of the True Up Payment shall
be determined by Lender in its reasonable discretion and shall be final and binding absent manifest error.


 


“UCC”
or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the State.


 


“Unadjusted Alternate
Index Rate” shall mean the Alternate Index Rate excluding the Alternate Rate Spread Adjustment.


 


“Underwriter
Group” shall have the meaning set forth in Section 11.2 hereof.


 


“Unencumbered Liquid
Assets” shall mean, with respect to any Person, the “liquid assets” of such Person, free and clear of
all liens and shall include only the following assets of such Person as set forth on such Person’s balance sheet: (x)
all Cash and Cash Equivalents, (y) the following, to the extent acquired for investment or with a view to achieving trading
profits (and which may be liquidated without restrictions within five (5) Business Days or less): marketable securities owned
of record and beneficially by such Person and which are freely tradeable, without any restriction on the New York Stock
Exchange, NYSE Amex Equities or NASDAQ, and (z) any irrevocable, non-discretionary, uncalled capital commitments of such
Person’s investors to such Person (other than persons that (i) are the subject of a bankruptcy proceeding as of the
applicable date of determination, or (ii) have previously defaulted with respect to such capital commitment, which default
has not been cured) that are payable in cash and readily available to be called by such Person without restriction or any
other condition at any time and from time to time other than notice.


 



    - 45 -


     


    




 


“Updated Information” shall have
the meaning set forth in Section 11.1 hereof.


 


“U.S. Obligations”
shall mean direct full faith and credit obligations of the United States of America that are not subject to prepayment, call or
early redemption.


 


“U.S. Person”
shall mean any Person that is a “United States person” as defined in Section 7701(a)(30) of the IRS Code.


 


“USPAP”
shall mean the Uniform Standards of Professional Appraisal Practice (as the same may have been or may hereafter be amended, restated,
supplemented or otherwise modified).


 


“Wells” shall have the meaning
set forth in the first paragraph hereof.


 


“Withholding Agent” shall mean Borrower or Lender, as applicable.


 


“Work
Charge” shall have the meaning set forth in Section 4.16 hereof.


 


“Write-Down
and Conversion Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


Section
1.2. Principles of Construction.


 


(a)   
All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified.
Any reference in this Agreement or in any other Loan Documents to any Loan Documents shall be deemed to include references to such
documents as the same may hereafter be amended, modified, supplemented, extended, replaced and/or restated from time to time (and,
in the case of any note or other instrument, to any instrument issued in substitution therefor). All uses of the word “including”
shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified,
the words “hereof,” “herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified,
all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms
so defined.


 


(b)   
 With respect to cross-references contained herein or in any other Loan Document to the Mezzanine Loan Documents or to
any Mezzanine Loan Document (including with respect to any cross-references to defined terms therein) unless otherwise specifically
provided herein, such cross-references shall be with respect to the Mezzanine Loan Documents or such Mezzanine Loan Document,
as the case may be, in existence as of the date hereof.


 


(c)   
Notwithstanding anything to the contrary contained herein, including references to the Mezzanine Loans or to capitalized
terms being defined in the Mezzanine Loan Documents, (i) nothing herein creates any obligation of Borrower with respect to any
of the Mezzanine Loan Documents and Borrower has no obligation to comply with and shall not be liable under any Mezzanine Loan
Document; and (ii) nothing herein creates any obligation of Mezzanine Borrower with respect to any of the Loan Documents, and Mezzanine
Borrower has no obligation to comply with and shall not be liable under any Loan Document.


 






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ARTICLE 2.


 


GENERAL TERMS


 


Section
2.1. Loan Commitment. Except as expressly and specifically set forth herein, Lenders have no obligation or other commitment
to loan any funds to Borrower or otherwise make disbursements to Borrower. Borrower hereby waives any right it may have to make
any claim to the contrary.


 


Section
2.2. The Loan. Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to make and Borrower hereby
agrees to accept the Loan on the Closing Date.


 


Section
2.3. Disbursement to Borrower. Borrower may request and receive only one borrowing hereunder in respect of the Loan and any
amount borrowed and repaid hereunder in respect of the Loan may not be re-borrowed.


 


Section
2.4. The Note and the Other Loan Documents. The Loan shall be evidenced by the Note and this Agreement and secured by this
Agreement and the other Loan Documents.


 


Section 2.5. Interest
Rate.


 


(a)   
Generally. Interest on the outstanding principal balance of each Component of the Loan shall accrue from the Closing
Date at the Interest Rate until repaid in accordance with the applicable terms and conditions hereof.


 


 (b)    Determination of Interest Rate.




 


(i)               
The Interest Rate with respect to each Component of the Loan shall be: (A) the LIBOR Rate with respect to the applicable
Interest Accrual Period if the Loan is a LIBOR Loan, (B) the Alternate Rate with respect to the applicable Interest Accrual Period
if the Loan is an Alternate Rate Loan, or (C) the Prime Rate with respect to the applicable Interest Accrual Period if the Loan
is a Prime Rate Loan.


 


(ii)              
 Subject to the terms and conditions hereof, the Loan shall be a LIBOR Loan and Borrower shall pay interest on the outstanding
principal balance of each Component of the Loan at the LIBOR Rate for the applicable Interest Accrual Period. Each determination
by Lender of the Interest Rate shall be conclusive and binding upon Borrower and Lender for all purposes, absent manifest error.
Any change in the rate of interest hereunder due to a change in the Benchmark shall become effective as of the opening of business
on the first day on which such change in the Benchmark shall become effective.


 


 (iii)              Conversion of Loan.




 


		(A)	Alternate Index Rate.



 


		(1)	Notwithstanding anything to the contrary herein or in any other Loan Document,
if a Benchmark Transition Event or a Term SOFR Transition Event, as applicable, and its related Benchmark Replacement Date have
occurred, then the Loan shall be converted to an Alternate Rate Loan and the applicable Alternate Index Rate shall become the Benchmark
hereunder, without any amendment to, or further action or consent of any other party to, this Agreement, effective (x) as of such
Benchmark Replacement Date, if the Alternate Index Rate is determined in accordance with clause (1) or (2) of the
definition of “Alternate Index Rate”, or (y) the tenth (10th) Business Day after the date notice of such Alternate
Index Rate is provided to the Borrower, so long as the Lender has not received from the Borrower, by the fifth (5th) Business Day
after the date notice of such Alternate Index Rate is provided to the Borrower, written notice of the Borrower’s reasonable
good faith objection that such Alternate Index Rate was not determined in accordance with the terms hereof, in which case Lender
shall consult with the Borrower in good faith and thereafter reissue a notice of Alternate Index Rate which Alternate Index Rate
will become effective as of the fifth (5th) Business Day after the date second notice of such Alternate Index Rate is provided
to the Borrower, if the Alternate Index Rate is determined in accordance with clause (3) of the definition of “Alternate
Index Rate”.



 


		(2)	In connection with the implementation of an Alternate Index Rate in accordance
with this Section 2.5(b)(iii)(A), the Lender shall have the right to make Alternate Rate Conforming Changes from time to
time and, notwithstanding anything to the contrary contained herein or in any other Loan Document, any amendments implementing
such Alternate Rate Conforming Changes will become effective without any further action or consent of the Borrower.



 






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(B)         
 In the event that Lender shall have reasonably determined that by reason of circumstances affecting the relevant market
or otherwise, adequate and reasonable means do not exist for ascertaining the Benchmark component of the applicable Interest Rate
as provided herein (or, if the Benchmark is LIBOR, such Benchmark is determined pursuant to the proviso in the definition of “LIBOR”)
and a Benchmark Transition Event or Term SOFR Transition Event, as applicable, and the related Benchmark Replacement Date have
not occurred with respect to the then-current Benchmark, then Lender shall, if such determination shall have been made with respect
to other similarly situated loans wherein Lender has a similar contractual right, forthwith give notice by telephone of such determination,
confirmed in writing, to Borrower at least one (1) Business Day prior to the next applicable Determination Date. If such notice
is given, the LIBOR Loan or Alternate Rate Loan, as applicable, shall be converted, as of the first day of the next applicable
Interest Accrual Period, to a Prime Rate Loan.


 


(C)         
If, pursuant to the terms of clause (B) above, the Loan has been converted to a Prime Rate Loan but thereafter:


 


		(1)	Lender shall determine (which determination shall be conclusive and binding
upon Borrower absent manifest error) that the Benchmark component of the Interest Rate can again be ascertained as provided herein,
then Lender shall, if such determination shall have been made with respect to other similarly situated loans wherein Lender has
a similar contractual right, forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least
one (1) Business Day prior to the next Determination Date. If such notice is given, the Prime Rate Loan shall be converted, as
of the first day of the next Interest Accrual Period, back to a LIBOR Loan or an Alternate Rate Loan, as applicable.



 


		(2)	Lender shall determine (which determination shall be conclusive and binding
upon Borrower absent manifest error) that a Benchmark Transition Event or a Term SOFR Transition Event, as applicable, and the
related Benchmark Transition Date have occurred with respect to the then- current Benchmark, then the Prime Rate Loan shall be
converted to an Alternate Rate Loan, in accordance with and subject to the requirements in clause (A) above.



 


(D)         The
Lender shall promptly notify the Borrower of (A) any occurrence of a Benchmark Transition Event or Term SOFR Transition
Event, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Alternate Index Rate, (C) the
effectiveness of any Alternate Rate Conforming Changes and/or (D) any conversion to a LIBOR Loan, Alternate Rate Loan or
Prime Rate Loan as described in Section 2.5(B)(iii)(B) or (C). Any determination, decision or election that may
be made by the Lender pursuant to this Section 2.5(b)(iii), including any determination with respect to a rate or
adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from
taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole
discretion and without consent from the Borrower, except, in each case, as expressly required pursuant to this Section
2.5(b)(iii).


 






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(E)           Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert the
Loan to a LIBOR Loan, an Alternate Rate Loan or a Prime Rate Loan.


 


(iv)             
Any and all payments by or on account of any obligation of Borrower under any Loan Document shall be made without deduction
or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion
of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent,
then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified
Tax, then the sum payable by Borrower shall be increased as necessary so that after such deduction or withholding has been made
(including such deductions and withholdings applicable to additional sums payable under this Section 2.5(b)(iv)) the applicable
recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. Borrower shall
timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of Lender timely reimburse
it for the payment of, any Other Taxes. As soon as practicable after any payment of Taxes by Borrower to a Governmental Authority
pursuant to this Section 2.5(b)(iv), Borrower shall deliver to Lender the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to Lender. Borrower shall indemnify Lender, within ten (10) days after written demand therefor, for the
full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under
this Section 2.5(b)(iv)) payable or paid by such recipient or required to be withheld or deducted from a payment to such
recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to Borrower by a Lender shall be conclusive absent manifest error.


 


(v)                If
any Change in Law shall hereafter make it unlawful for any Lender to make or maintain a LIBOR Loan as contemplated hereunder
(A) the obligation of such Lender hereunder to make a LIBOR Loan or to convert an Alternate Rate Loan or a Prime Rate Loan to
a LIBOR Loan shall be canceled forthwith and (B) any outstanding LIBOR Loan of such Lender shall be converted automatically
to an Alternate Rate Loan or, if Lender shall reasonably determine (which determination shall be conclusive and binding upon
Borrower absent manifest error) that no Alternate Index Rate can be ascertained as provided in the definition thereof, to a
Prime Rate Loan on the last day of the then current Interest Accrual Period or within such earlier period as required by law.
Borrower hereby agrees to promptly pay to Lender, upon demand, any additional amounts necessary to compensate such Lender for
any reasonable out-of-pocket costs incurred by such Lender in making any conversion in accordance with this Agreement,
including, without limitation, any interest or fees payable by such Lender to lenders of funds obtained by it in order to
make or maintain the LIBOR Loan hereunder. Such notice (which shall be sent by Lender) of such costs, as certified to
Borrower, shall be conclusive absent manifest error.


 


 (vi)               In the event of any Change in Law:




 


(A)          shall hereafter impose, modify or hold applicable any reserve, capital adequacy, special deposit, compulsory loan or similar
requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit
extended by, or any other acquisition of funds by, any office of any Lender which is not otherwise included in the determination
of LIBOR hereunder;


 


(B)          shall hereafter have the effect of reducing the rate of return (other than as a result of Taxes) on any Lender’s capital
as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption,
change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by any amount deemed
by such Lender to be material;


 


(C)          shall hereafter impose on Lender any other condition (other than Taxes) and the result of any of the foregoing is to increase
the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder;
or


 


(D)          shall
subject Lender to any Taxes (other than (I) Indemnified Taxes, (II) Taxes described in clauses (b) through (d) of
the definition of Excluded Taxes, and (III) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments,
or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;


 


then, in any such case,
Borrower shall promptly pay to Lender, upon demand, any additional amounts necessary to compensate Lender for such additional
incurred cost or reduced amount receivable as determined by Lender in good faith. If Lender becomes entitled to claim any additional
amounts pursuant to this subsection, Lender shall provide Borrower with not less than thirty (30) days’ written notice specifying
in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate
Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the
foregoing sentence submitted by Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall
survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.


 



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(vii)           
Borrower agrees to indemnify Lender and to hold Lender harmless from any actual loss or expense which Lender sustains or
incurs as a consequence of (A) any default by Borrower in payment of the principal of or interest on a LIBOR Loan (or Alternate
Rate Loan or Prime Rate Loan, as applicable), including, without limitation, any such loss or expense arising from interest or
fees payable by any Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan (or Alternate Rate Loan or Prime
Rate Loan, as applicable) hereunder and (B) any prepayment (whether voluntary or mandatory) of the LIBOR Loan (or Alternate Rate
Loan or Prime Rate Loan, as applicable) on a day that is not a Monthly Payment Date, including, without limitation, such loss
or expense arising from interest or fees payable by any Lender to lenders of funds obtained by it in order to maintain the LIBOR
Loan (or Alternate Rate Loan or Prime Rate Loan, as applicable) hereunder (the amounts referred to in clauses (A) and (B)
are herein referred to collectively as the “Breakage Costs”); provided, however, Borrower
shall not indemnify Lender from any Breakage Costs arising from Lender’s gross negligence or willful misconduct. This provision
shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the
other Loan Documents.


 


(viii)          
Lender shall not be entitled to claim compensation pursuant to this subsection for any Taxes, Breakage Costs, increased
cost or reduction in amounts received or receivable hereunder, or any reduced rate of return, which was incurred or which accrued
more than one hundred and eighty (180) days before the date Lender notified Borrower of the change in law, the circumstance resulting
in the Breakage Costs or other circumstance on which such claim of compensation is based and delivered to Borrower a written statement
setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this subsection, which
statement shall be conclusive and binding upon all parties hereto absent manifest error.


 


(ix)             
Lender will use reasonable efforts (consistent with legal and regulatory restrictions) to maintain the availability of the
LIBOR Loan and to avoid or reduce any increased or additional costs payable by Borrower under this Section 2.5(b), including,
if requested by Borrower, a transfer or assignment of the Loan to a branch, office or affiliate of the applicable Lender in another
jurisdiction, or a redesignation of its lending office with respect to the Loan, in order to maintain the availability of the LIBOR
Loan or to avoid or reduce such increased or additional costs, provided that the transfer or assignment or redesignation
(A) would not result in any additional costs or expenses to the applicable Lender that are not reimbursed by Borrower and (B) would
not be disadvantageous in any other material respect to the applicable Lender as determined by such Lender in its sole discretion.
Borrower hereby agrees to pay all reasonable out-of- pocket costs and expenses incurred by any Lender in connection with any such
designation or assignment to the extent that such Lender would also require its other borrowers under similarly situated loans
in Lender’s particular portfolio (where the Loan is held) to pay for such designation or assignment.


 


 (x)               Tax Forms.




 


(A)         Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to Borrower, at the time or times reasonably requested by Borrower, such properly completed and executed
documentation reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate
of withholding. In addition, any Lender, if reasonably requested by Borrower, shall deliver such other documentation prescribed
by applicable law or reasonably requested by Borrower as will enable Borrower to determine whether or not such Lender is subject
to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences,
the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.5(b)(x)(B),
2.5(b)(x)(C) and 2.5(b)(x)(D) below) shall not be required if in Lender’s reasonable judgment such completion,
execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the
legal or commercial position of such Lender. For purposes of this clause (x), Agent shall be (I) entitled to request and
receive such properly completed and executed documentation as if it were a Borrower and (II) treated as a Lender and shall be required
to provide documentation in the same manner as if it were a Lender.


 


(B)           Any Lender that is a U.S. Person shall deliver to Borrower on or prior to the date on which such Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), an executed copy of IRS Form W-9
certifying that such Lender is exempt from U.S. federal backup withholding tax.


 


(C)          Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as
shall be requested by Borrower) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and
from time to time thereafter upon the reasonable request of Borrower), whichever of the following is applicable:


 


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



 






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		(2)	executed copies of IRS Form W-8ECI;



 


		(3)	in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under Section 881(c) of the IRS Code, (x) a certificate in form and substance reasonably satisfactory to Borrower
to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRS Code,
(y) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the IRS Code, or a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the IRS Code (a “U.S. Tax Compliance Certificate”)
and (y) executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable; or



 


		(4)	to the extent a Foreign Lender is not the beneficial owner, executed copies
of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS
Form W-9, and/or other certification documents from each beneficial owner, as applicable, provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption,
such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner.



 


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


 


(D)          If
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section
1471(b) or 1472(b) of the IRS Code, as applicable), such Lender shall deliver to Borrower at the time or times prescribed by
law and at such time or times reasonably requested by Borrower such documentation prescribed by applicable law (including as
prescribed by Section 1471(b)(3)(C)(i) of the IRS Code) and such additional documentation reasonably requested by Borrower as
may be necessary for Borrower to comply with its obligations under FATCA and to determine that such Lender has complied with
such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for
purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this
Agreement.


 



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Lender
agrees that if Borrower notifies it that any form or certification previously delivered by Lender pursuant to Section 2.5(b)(x)
has expired or has become obsolete or inaccurate in any material respect, Lender shall update such form or certification or promptly
notify Borrower in writing of its legal inability to do so.


 


 (xi)             [Intentionally omitted].




 


(xii)           
If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to
which it has been indemnified pursuant to this Section 2.5(b) (including by the payment of additional amounts pursuant to
this Section 2.5(b)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 2.5(b) with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such
indemnified party the amount paid over pursuant to this Section 2.5(b)(xii) (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such
Governmental Authority. Notwithstanding anything to the contrary in this Section 2.5(b)(xii) in no event will the indemnified
party be required to pay any amount to an indemnifying party pursuant to this Section 2.5(b)(xii) the payment of which would
place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax
subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. This Section 2.5(b)(xii) shall not be construed
to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems
confidential) to the indemnifying party or any other Person.


 


(xiii)            
For purposes of Sections 2.5(b)(iv) and (x), the term “applicable law” includes FATCA.


 


(xiv)           
Each party’s obligations under Sections 2.5(b)(iv), (vi), (x), and (xii) shall survive
any assignment of rights by a Lender, and the repayment, satisfaction or discharge of all obligations under any Loan Document.


 


(c)    Default
Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, (i) the then
Outstanding Principal Balance shall accrue interest at the Default Rate, calculated from the date the applicable Event of
Default occurred, (ii) without limitation of any rights or remedies contained herein and/or in any other Loan Document, any
interest accrued at the Default Rate in excess of the interest component of the Monthly Debt Service Payment Amount shall be
due and payable on each Monthly Payment Date (and, from and after the Maturity Date, shall be due and payable immediately
upon demand), and (iii) all references herein and/or in any other Loan Document to the “Interest Rate” shall be
deemed to refer to the Default Rate.


 






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(d)   
Interest Calculation. Interest on the outstanding principal balance of each Component of the Loan shall be calculated
by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate
based on a three hundred sixty (360) day year (that is, the Interest Rate or the Default Rate, as then applicable, expressed as
an annual rate divided by 360) by (c) the outstanding principal balance of such Component. The accrual period for calculating interest
due on each Monthly Payment Date shall be the Interest Accrual Period in which the related Monthly Payment Date occurs; provided,
however, in the event a Securitization has not occurred, the accrual period for calculating interest due on the last Monthly
Payment Date shall end on the scheduled Maturity Date. Borrower understands and acknowledges that such interest accrual requirement
results in more interest accruing on the Loan than if either a thirty (30) day month and a three hundred sixty (360) day year or
the actual number of days and a three hundred sixty-five (365) day year were used to compute the accrual of interest on the Loan.


 


(e)   
Usury Savings. This Agreement and the other Loan Documents are subject to the express condition that at no time shall
Borrower be required to pay interest on the principal balance of the Loan (including, to the extent applicable, any Prepayment
Premium and/or penalty) at a rate which could subject Lender to either civil or criminal liability as a result of being in excess
of the Maximum Legal Rate. If by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated
to pay interest on the principal balance due hereunder (including, to the extent applicable, any Prepayment Premium and/or penalty)
at a rate in excess of the Maximum Legal Rate, the Interest Rate or the Default Rate, as the case may be, and/or, to the extent
applicable, any Prepayment Premium and/or penalty shall, in each case, be deemed to be immediately reduced to the Maximum Legal
Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal
and not on account of the interest due hereunder (without any Prepayment Premium, charge or other sum). All sums paid or agreed
to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable
law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the
rate or amount of interest on account of the Loan (including, to the extent applicable, any Prepayment Premium and/or penalty)
does not exceed the Maximum Legal Rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.


 


Section
2.6. Loan Payments.


 


(a)    Borrower
shall make a payment to Lender of interest only on the Closing Date for the period from (and including) the Closing Date
through (and including) the fourteenth (14th) day of either (i) the month in which the Closing Date occurs (if the Closing
Date occurs on or before the fourteenth (14th) day of such month), or (ii) the month following the month in which the Closing
Date occurs (if the Closing Date occurs on or after the fifteenth (15th) day of the then current calendar month); provided, however,
if the Closing Date is the fourteenth (14th) day of a calendar month, no such separate payment of interest shall be due.
Borrower shall make a payment to Lender of interest in the amount of the Monthly Debt Service Payment Amount on the First
Monthly Payment Date and on each Monthly Payment Date occurring thereafter to and including the Maturity Date. Provided no
Event of Default has occurred and is continuing, payments pursuant to this Section 2.6 shall be applied to interest
accrued, or to be accrued for the related Interest Accrual Period in which the Monthly Payment Date occurs for each Component
of the Note, as follows: (i) first, to the payment of interest then due and payable under Component A; (ii) second, to the
payment of interest then due and payable under Component B; (iii) third, to the payment of interest then due and payable
under Component C; (iv) fourth, to the payment of interest then due and payable under Component D; (v) fifth, to the payment
of interest then due and payable under Component E; (vi) sixth, to the payment of interest then due and payable under
Component F; (vii) seventh, to the payment of interest then due and payable under Component G; and (viii) eighth, to the
payment of interest then due and payable under Component HRR.


 






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(b)   
Borrower shall pay to Lender on the Maturity Date the Outstanding Principal Balance, all accrued and unpaid interest, and
all other amounts due hereunder and under the Note, the Security Instrument and the other Loan Documents (and after a Securitization,
including, without limitation, the Interest Shortfall (if applicable) as to such portion of the Loan subject to such Securitization).


 


(c)    Lender
shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the
Loan and all other amounts due and payable under the Loan Documents, release the lien of the Security Instrument. Borrower
shall pay all costs, taxes and expenses, other than in each case Excluded Taxes, associated with the release of the lien of
the Security Instrument, including Lender’s reasonable attorneys’ fees. Notwithstanding the foregoing, if
Borrower advises Lender that it desires to effectuate a repayment or prepayment in a manner which will permit the assignment
of the Note (or the applicable portion thereof) and the Security Instrument to a new lender providing the repayment or
prepayment funds, then Lender shall (i) assign the Security Instrument(s) and any of the other Loan Documents to any Person
designated by Borrower, which assignment documents shall be in recordable form (but without representation or warranty by, or
recourse to, Lender, except as to the Outstanding Principal Balance and that Lender owns the Note (or the applicable portion
thereof) and the Security Instrument(s) free of any liens and encumbrances and has the authority to effect the assignment),
(ii)  deliver to or as directed by Borrower the
originally executed Note (or a replacement note with respect to the applicable portion thereof) and all originally executed
other notes which may have been consolidated, amended and/or restated in connection with the execution of the Note (or such
replacement) or, with respect to any note where the original has been lost, destroyed or mutilated, a lost note affidavit for
the benefit of the assignee lender and the Borrower, (iii) execute and deliver an allonge with respect to the Note (or such
replacement) and any other note(s) as described in the preceding clause (ii) above without recourse, covenant or
warranty of any nature, express or implied (except as to the Outstanding Principal Balance and that Lender owns the Note (or
the applicable portion thereof) and the Security Instrument(s) free of any liens and encumbrances and has the authority to
execute and deliver the allonge), (iv) deliver the original executed Security Instrument(s) or a certified copy of record,
and (v) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including
appropriate UCC-3 amendment or termination statements) in recordable form as may reasonably be requested by Borrower to
evidence such assignment. All reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and
disbursements) incurred by Lender in connection with the foregoing shall be paid by Borrower.


 


(d)   
 If any interest due under the Loan Documents is not paid by Borrower on the date on which it is due, Borrower shall pay
to Lender upon demand an amount equal to the lesser of three percent (3%) of such unpaid interest or the maximum amount permitted
by applicable law (less any amount of interest at the Default Rate paid in respect of such interest that is overdue) in order to
defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss
of the use of such delinquent payment. Any such amount shall be secured by the Security Instrument and the other Loan Documents.
Any late payment charges received shall be applied to each Note, pari passu and pro rata.





 



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		(e)	



 


(i)               
Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be
made to Lender not later than 3:00 P.M., New York City time, on the date when due and shall be made in lawful money of the United
States of America in immediately available funds at Lender’s office, and any funds received by Lender after such time shall,
for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.


 


(ii)              
Whenever any payment to be made hereunder or under any other Loan Document shall be stated to be due on a day which is not
a Business Day, the due date thereof shall be deemed to be the immediately preceding Business Day.


 


(iii)            
All payments required to be made by Borrower hereunder or under the Note or the other Loan Documents shall be made irrespective
of, and without deduction for, any setoff, claim or counterclaim and shall be made irrespective of any defense thereto.


 


		(f)	



 


(i)               
In the event Borrower is required to pay any Lender compensation for any Indemnified Taxes, increased cost or reduction
in amounts received or receivable hereunder, pursuant to Section 2.5(b)(iv), (v) or (vi), then such Lender
shall (at the request of Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loan
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.5(b)(iv),
(v)   or (vi), as the case may be, in the future,
and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation
or assignment.


 


(ii)               In
the event Borrower is required to pay any Lender compensation for any Indemnified Taxes, increased cost or reduction in
amounts received or receivable hereunder pursuant to Section 2.5(b)(iv), (v) or (vi), and, in each case,
such Lender has declined or is unable to designate a different lending office in accordance with clause (i) of this Section
2.6(f), then the Borrower may, at its sole expense and effort, upon three (3) Business Days’ notice to such Lender,
require such Lender to assign and delegate, without recourse, all of its interests, rights (other than its existing rights to
payments for Indemnified Taxes, increased cost or reduction in amounts received or receivable hereunder) and obligations
under this Agreement and the related Loan Documents to an assignee that is a “Qualified Transferee” as set forth
in the Intercreditor Agreement and that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that:


 


(A)        
such Lender shall have received payment of an amount equal to the outstanding principal of its Loan, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);


 


(B)         
in the case of any such assignment resulting from a claim for compensation for Indemnified Taxes or increased costs, such
assignment will result in a reduction in such compensation or payments thereafter; and


 


(C)          such assignment complies with the applicable transfer provisions in the Intercreditor Agreement and does not conflict with
Legal Requirements.


 


A Lender
shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrower to require such assignment and delegation cease to apply.


 






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Section 2.7. Prepayments.


 


		(a)	Voluntary Prepayment.



 


(i)    Except
as provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. Borrower may at its option and
upon prior notice to Lender as set forth herein, prepay the Debt in whole or in part, on any Business Day (a
 “Prepayment Date”); provided that such prepayment is accompanied by payment of the Breakage Costs
(if applicable), the Prepayment Premium (if applicable) and the applicable Interest Shortfall (if applicable). Lender shall
not be obligated to accept any prepayment unless it is accompanied by payment of the Breakage Costs (if applicable), the
Prepayment Premium (if applicable) and the Interest Shortfall (if applicable) due in connection therewith. As a condition to
any voluntary prepayment, Borrower shall give Lender written notice (a “Prepayment Notice”) of its intent
to prepay, which notice must be given at least ten (10) Business Days and not more than ninety (90) days prior to the
Prepayment Date and must specify such proposed Prepayment Date. A Prepayment Notice given by Borrower to Lender pursuant to
this Section 2.7(a) may be revoked by written notice of revocation delivered to Lender no later than three (3)
Business Days prior to the Prepayment Date specified in any such Prepayment Notice; provided that in connection with
such revocation Borrower shall pay Lender all reasonable out-of-pocket costs and expenses incurred by Lenders including,
without limitation, any Breakage Costs or similar expenses incurred in connection with such anticipated prepayment.
Concurrently with any voluntary prepayment made pursuant to this Section 2.7(a) and subject to the rights set forth in Section
2.7(a)(iii) below, a simultaneous pro-rata prepayment of the Mezzanine Loan shall be made and Borrower shall provide
Lender evidence reasonably satisfactory to Lender of such prepayment of the Mezzanine Loan.


 


 (ii)    [Intentionally Omitted].




 


(iii)   
So long as no Event of Default has occurred and is continuing, (A) Borrower shall have the right to make a voluntary prepayment
in accordance with clause (i) above to be applied to the Loan, without any obligation of the Mezzanine Borrower to make
a corresponding prepayment of the Mezzanine Loan and (B) Mezzanine Borrower shall have the right to make a voluntary prepayment
of the Mezzanine Loan in accordance with the Mezzanine Loan Documents and without any obligation of Borrower to make a corresponding
prepayment of the Loan; provided that the foregoing rights of Borrower and Mezzanine Borrower shall not apply to (A) prepayments
made to cure a Low Cash Flow Period or GSA Tenant Trigger Period or (B) prepayments made from the Excess Cash Flow Account, which
in each case shall be made concurrently with a pro rata prepayment of the Loan and the Mezzanine Loan.


 


(b)          
Mandatory Prepayment. On each date on which Lender actually receives a distribution of Net Proceeds, if Lender does
not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in
each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the
Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any Interest Shortfall (if applicable).
If such prepayment occurs after a Securitization, Borrower shall make the REMIC Payment as and to the extent required hereunder.
No Prepayment Premium or penalty shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including
in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other
than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account
at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next
Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Upon
payment in full of the Debt, Lender shall disburse all Net Liquidation Proceeds After Debt Service to (a) first, in the event the
Mezzanine Loan is outstanding, Mezzanine Lender, and (b) then, in the event the Mezzanine Loan has been paid in full, Borrower.


 


 (c)            Prepayments After Default.




 


(i)   
Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt during
the continuance of an Event of Default shall be applied to the Debt in such order and priority as Lender shall determine in its
sole discretion.


 






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(ii)   
 If, during the continuance of an Event of Default or from and after an acceleration of the Debt pursuant to the terms of
this Agreement, by operation of law or otherwise, payment of all or any part of the Debt is tendered by or on behalf of Borrower
or Guarantor and accepted by Lender (provided that, if such payment is for all of the Debt, Lender shall be required to
accept such payment) or is otherwise recovered by Lender (including through application of any Reserve Funds), such tender or recovery
shall be deemed to be a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section
2.7 hereof, and the Debt shall include, all of: (i) all accrued interest at the Default Rate and Interest Shortfall (if applicable)
and (ii) an amount equal to the Prepayment Premium.


 


(d)   
Application of Prepayments to Components. Except for any prepayment made prior to a Securitization of the Loan,
principal prepayments of the Loan made pursuant to Section 2.7(a) hereof or otherwise when no Event of Default exists shall
be applied by Lender between the Components as follows: (i) first, to the reduction of the outstanding principal balance of Component
A until reduced to zero, (ii) second, to the reduction of the outstanding principal balance of Component B until reduced to zero,(iii)  
third, to the reduction of the outstanding principal balance of Component C until reduced to zero, (iv) fourth, to the
reduction of the outstanding principal balance of Component D until reduced to zero, (v) fifth, to the reduction of the outstanding
principal balance of Component E until reduced to zero, (vi) sixth, to the reduction of the outstanding principal balance of Component
F until reduced to zero, (vii) seventh, to the reduction of the outstanding principal balance of Component G until reduced to
zero, and (viii) eighth, to the reduction of the outstanding principal balance of Component HRR until reduced to zero. Any prepayment
made prior to a Securitization of the Loan shall be applied to each Component of the Loan on a pro rata, pari passu
basis. Notwithstanding the foregoing to the contrary, during the continuance of any Event of Default, any payment of principal
from whatever source may be applied by Lender among the Components in Lender’s sole discretion.


 


Section
2.8.     Interest Rate Cap Agreement.


 


(a)    Prior
to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike
rate equal to the Strike Rate. The Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to
Lender, (ii) shall, subject to Sections 2.8(c) and 2.8(e) below, at all times be with a Counterparty, (iii)
shall at all times be for a duration at least equal to the end of the Interest Accrual Period in which the then current
Maturity Date occurs, (iv) shall have a notional amount equal to or greater than the Outstanding Principal Balance, and (v)
shall at all times provide for a strike rate that does not exceed the Strike Rate. Borrower shall direct such Counterparty to
deposit directly into the Restricted Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any
portion of the Debt is outstanding, provided that the Debt shall be deemed to be outstanding if the Property is
transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof. Additionally, Borrower shall collaterally assign
to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest in and
to the Interest Rate Cap Agreement (and any replacements thereof), including, without limitation, its right to receive any
and all payments under the Interest Rate Cap Agreement (and any replacements thereof), and Borrower shall, and shall cause
Counterparty to, deliver to Lender a fully executed Interest Rate Cap Agreement (which shall, by its terms, authorize the
assignment to Lender and/or an acknowledgment to the Collateral Assignment of Interest Rate Cap Agreement shall require that
payments be deposited directly into the Restricted Account).


 






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(b)   
Borrower shall comply in all material respects with all of its obligations under the terms and provisions of the Interest
Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited
promptly into the Restricted Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s
rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and shall not waive, amend or otherwise
modify any of its rights thereunder.


 


(c)   
In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty by any applicable Rating Agency
below the Minimum Counterparty Rating, Borrower shall replace the Interest Rate Cap Agreement not later than ten (10) Business
Days following receipt of notice of such downgrade, withdrawal or qualification with an Interest Rate Cap Agreement in form and
substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 2.8) (a “Replacement
Interest Rate Cap Agreement”) from a Counterparty having a Minimum Counterparty Rating.


 


(d)   
In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or fails to maintain
the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Interest
Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to
Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by
Borrower to Lender.


 


(e)    Each
Interest Rate Cap Agreement shall contain the following language or its equivalent: “In the event of any downgrade,
withdrawal or qualification of the rating of the Counterparty below a long-term unsecured debt or counterparty rating from
S&P of at least “A+”, which rating shall not include a “t” or otherwise reflect a termination
risk, the Counterparty must, within ten (10) business days, (y) find a replacement Counterparty, at the Counterparty’s
sole cost and expense, acceptable to each Rating Agency, Lender and Borrower; provided that, notwithstanding such a
downgrade, withdrawal or qualification, unless and until the Counterparty transfers the Interest Rate Cap Agreement to a
replacement Counterparty pursuant to the foregoing clause (y), the Counterparty will continue to perform its
obligations under the Interest Rate Cap Agreement, or (z) deliver a guaranty (or replacement guaranty, as applicable) of the
Counterparty’s obligations from a Counterparty having a Minimum Counterparty Rating in form and substance acceptable to
Lender and each Rating Agency. Failure to satisfy the foregoing shall constitute an “Additional Termination
Event” as defined by Section 5(b)(v) of the ISDA Master Agreement, with the Counterparty as the “Affected
Party.” In the event that a Counterparty is required pursuant to the terms of an Interest Rate Cap Agreement to (i)
find a replacement Counterparty or (ii) deliver a guaranty (or replacement guaranty, as applicable), Borrower covenants and
agrees that Borrower shall seek Lender’s approval with respect thereto and shall not approve or consent to the
foregoing unless and until Borrower receives Lender’s prior written approval (which approval shall not be unreasonably
withheld, conditioned or delayed), and shall, in its reasonable discretion, approve or consent to the foregoing upon receipt
of Lender’s prior written approval.”


 






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(f)   
With respect to each Interest Rate Cap Agreement, Borrower shall use commercially reasonable efforts to promptly obtain
and deliver to Lender an opinion (upon which Lender and its successors and assigns may rely) from counsel (which counsel may be
in house counsel for the Counterparty) for the Counterparty (and any related guarantor) which shall provide, in relevant part,
that:


 


(i)     
the Counterparty (and any related guarantor) is duly organized, validly existing, and in good standing under the laws of
its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations
under, the Interest Rate Cap Agreement (and any related guaranty, if applicable);


 


(ii)     
the execution and delivery of the Interest Rate Cap Agreement by the Counterparty (and any related guaranty by such guarantor,
if applicable), and any other agreement which the Counterparty (and any related guarantor) has executed and delivered pursuant
thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do
not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law,
regulation or contractual restriction binding on or affecting it or its property;


 


(iii)    
all consents, authorizations and approvals required for the execution and delivery by the Counterparty of the Interest Rate
Cap Agreement (and any related guaranty by such guarantor, if applicable), and any other agreement which the Counterparty (and
any related guarantor) has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been
obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and
no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance;
and


 


(iv)     
the Interest Rate Cap Agreement, and any other agreement which the Counterparty (and any related guarantor) has executed
and delivered pursuant thereto, has been duly executed and delivered by the Counterparty (and any related guarantor) and constitutes
the legal, valid and binding obligation of the Counterparty (and any related guarantor), enforceable against the Counterparty (and
any related guarantor) in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law).


 


(g)   
Notwithstanding anything to the contrary contained in this Section 2.8, in Section 2.9(c) below or elsewhere
in this Agreement, if, at any time, Lender converts the Loan from (I) a LIBOR Loan to either a Prime Rate Loan or an Alternate
Rate Loan or (II) a Prime Rate Loan to an Alternate Rate Loan, or (III) an Alternate Rate Loan to a Prime Rate Loan or an Alternate
Rate Loan based on a different Alternate Index Rate, each in accordance with Section 2.5 above (each, a “LIBOR
Conversion”), then:


 




(i)   
 within thirty (30) days after such LIBOR Conversion, Borrower shall enter into, make all payments under, and satisfy all
conditions precedent to the effectiveness of, a Substitute Interest Rate Cap Agreement (and in connection therewith, but not prior
to Borrower taking all the actions described in this clause (i), Borrower shall have the right to terminate any then-existing
Interest Rate Cap Agreement) provided that if interest rate protection agreements with respect to Prime Rate Loans or Alternate
Rate Loans are not available at a commercially reasonable cost (as reasonably determined by Lender), Lender and Borrower may pursue
another option that is mutually acceptable to both Lender and Borrower that provides Lender equivalent protection from rising interest
rates; and


 


(ii)   
following such LIBOR Conversion (provided Lender has not converted the Loan back to a LIBOR Loan in accordance with Section
2.5(b)(iii) hereof), in lieu of satisfying the condition described in Section 2.9(c) with respect to any future Extension
Period, Borrower shall instead enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of
a Substitute Interest Rate Cap Agreement on or prior to the first day of such Extension Period.


 






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As
used herein, “Substitute Interest Rate Cap Agreement” shall mean an interest rate cap agreement between a Counterparty
and Borrower, obtained by Borrower and collaterally assigned to Lender pursuant to this Agreement and shall contain each of the
following:


 


(A)            
a term expiring no earlier than the end of the Interest Accrual Period in which the then current Maturity Date occurs;


 


(B)            
the notional amount of the Substitute Interest Rate Cap Agreement shall be equal to or greater than the Outstanding Principal
Balance;


 


(C)            
it provides that the only obligation of Borrower thereunder is the making of a single payment to the Counterparty thereunder
upon the execution and delivery thereof;


 


 (D)            a strike rate no greater than the Substitute Strike Rate; and




 


(E)            without limiting any of the provisions of the preceding clauses (A) through (D) above, it satisfies all of
the requirements set forth in Section 2.8(a) hereof (other than clause (v) thereof).


 


From and after the date of
any LIBOR Conversion, all references to “Interest Rate Cap Agreement” and “Replacement Interest Rate Cap Agreement”
herein (other than in the definition of “Interest Rate Cap Agreement”, the definition of “Replacement Interest
Rate Cap Agreement” and as referenced in the first sentence of Section 2.8(a) hereof) shall be deemed to refer or
relate, as applicable, to a Substitute Interest Rate Cap Agreement.


 


Section
2.9.      Extension of the Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial
Maturity Date for three (3) successive terms (the “Extension Options”) of one (1) year each (each, an
 “Extension Period”) to (i) October 9, 2023, if the first Extension Option is exercised, (ii) October 9,
2024, if the second Extension Option is exercised, and (iii) October 9, 2025, if the third Extension Option is exercised
(each such date, the “Extended Maturity Date”) upon satisfaction of the following terms and
conditions:


 


(a)   
Borrower shall notify Lender of its election to extend the applicable Maturity Date as aforesaid not earlier than ninety
(90) days and no later than ten (10) days prior to the applicable Maturity Date; provided, however, that Borrower
shall be permitted to revoke such notice at any time up to three (3) days before the applicable Maturity Date provided that
Borrower pays to Lender all actual out-of-pocket costs and expenses incurred by Lender in connection with such notice, including,
without limitation, any Breakage Costs;


 


(b)   
no Event of Default shall have occurred and be continuing on the date that the applicable Extension Period is commenced;


 


(c)   
Borrower shall obtain and deliver to Lender prior to the date that the applicable Extension Period is commenced, a Substitute
Interest Rate Cap Agreement, which Substitute Interest Rate Cap Agreement shall be effective commencing on the first day of the
related Extension Period and shall have a term expiring not earlier than the last day of the Interest Accrual Period in which the
related Extended Maturity Date shall occur;


 






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(d)   
Borrower shall have paid to Lender all actual out-of-pocket costs and expenses incurred by Lender in connection with Borrower’s
exercise of the applicable Extension Option.


 


(e)   
to the extent that any portion of the Mezzanine Loan is outstanding as of the applicable Maturity Date, Borrower shall have
delivered to Lender evidence that the Mezzanine Loan has been extended or shall be concurrently extended through a date not earlier
than the applicable Extended Maturity Date.


 


All
references in this Agreement and in the other Loan Documents to the Maturity Date shall mean the Extended Maturity Date in the
event the applicable Extension Option is exercised.


 


Section
2.10.     Components of the Loan. For the purpose of computing interest payable from time to time on the principal amount of the
loan and certain other computations set forth herein, the principal balance of the loan shall be divided into Component A, Component
B, Component C, Component D, Component E, Component F, Component G, and Component HRR. The initial principal amount of the Components
shall be as follows:


 


	COMPONENT	 	 	INITIAL PRINCIPAL AMOUNT	 
	A	 	 	$	274,999,993	 
	B	 	 	$	1	 
	C	 	 	$	1	 
	D	 	 	$	1	 
	E	 	 	$	1	 
	F	 	 	$	1	 
	G	 	 	$	1	 
	HRR	 	 	$	1	 




 


Section
2.11.      Upfront Fee. On the date hereof, Borrower has paid to Lender an up-front fee in the amount of $2,750,000, which up-front
fee shall be fully-earned as of the funding of the Loan.


 






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ARTICLE 3.


 


REPRESENTATIONS AND WARRANTIES


 


Borrower represents and warrants to Lender as of the
Closing Date that:


 


Section
3.1.         Legal Status and Authority. Each of Borrower and SPE Component Entity is duly organized, validly existing and in good
standing under the laws of its state of formation. Borrower (a) is duly qualified to transact business and is in good standing
in the State; and (b) has all necessary approvals, governmental and otherwise, and full power and authority to own, operate and
lease the Property. Borrower has full power, authority and legal right to mortgage, grant, bargain, sell, pledge, assign, warrant,
transfer and convey its interest in the Property pursuant to the terms hereof and to keep and observe all of the terms of this
Agreement, the Note, the Security Instrument and the other Loan Documents on its part to be performed. Borrower is a single member
limited liability company, and the jurisdiction in which Borrower is organized is Delaware.


 


Section
3.2.         Validity of Documents.


 


(a)    (1)
The execution, delivery and performance of this Agreement, the Note, the Security Instrument and the other Loan Documents to
which it is a party by Borrower, and the borrowing evidenced by the Note and this Agreement (i) are within the power and
authority of Borrower; (ii) have been authorized by all requisite organizational action of Borrower; (iii) have received all
necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate in any material respect,
conflict with in any material respect, result in a material breach of or constitute (with notice or lapse of time, or both) a
material default under any provision of law, any order or judgment of any court or Governmental Authority, any material
license, certificate or other approval required to operate the Property or any portion thereof, any organizational documents
of Borrower, or any applicable material indenture, agreement or other instrument binding upon Borrower or the Property,
including, without limitation, the Management Agreement, the Parking Management Agreement, the Parking Structure Management
Agreement, and the Ernst & Young Plaza Integration Agreements; (v) will not result in the creation or imposition of any
lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by
the other Loan Documents; and (vi) will not require any material authorization or license from, or any filing with, any
Governmental Authority (except for filings or recordings necessary to give notice of or to perfect liens or security
interests, including the recordation of each Security Instrument in the appropriate land records in the State and except for
Uniform Commercial Code filings relating to the security interest created hereby), (2) this Agreement, the Note, the Security
Instrument and the other Loan Documents to which it is a party have been duly executed and delivered by Borrower, and (3)
this Agreement, the Note, the Security Instrument and the other Loan Documents to which it is a party constitute the legal,
valid and binding obligations of Borrower, subject to bankruptcy, insolvency, reorganization, moratorium or other similar
Creditors Rights Laws and general principles of equity. The Loan Documents are not subject to any right of rescission,
set-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of
the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as
such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights
Laws, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in
equity or at law)).


 


(b)   
(1) The execution, delivery and performance of the Loan Documents to which Guarantor is a party (i) are within the power
and authority of Guarantor; (ii) have been authorized by all requisite organizational action of Guarantor; (iii) have received
all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate in any material respect, conflict
with in any material respect, result in a material breach of or constitute (with notice or lapse of time, or both) a material default
under any applicable organizational documents of Guarantor, or any applicable material indenture, agreement or other instrument
binding upon Guarantor; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any
of Guarantor’s assets; and (vi) will not require any material authorization or license from, or any filing with, any Governmental
Authority, (2) the Loan Documents to which Guarantor is a party have been duly executed and delivered by Guarantor and (3) the
Loan Documents to which Guarantor is a party constitute the legal, valid and binding obligations of Guarantor, subject to bankruptcy,
insolvency, reorganization, moratorium or other similar Creditors Rights Laws and general principles of equity.


 


(c)   
Neither Borrower nor Guarantor has asserted any right of rescission, set- off, counterclaim or defense with respect to the
Loan Documents.


 






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Section
3.3.      Litigation. There is no action, suit, proceeding or governmental investigation, in each case, judicial, administrative
or otherwise (including any condemnation or similar proceeding) (herein, “Litigation”), pending and served (if
service is required by applicable law) or, to Borrower’s knowledge, threatened in writing or contemplated against Borrower,
the Property, or any portion thereof, which, if adversely determined, is reasonably expected to result in a Material Adverse Effect.
There is no Litigation pending or threatened in writing or, to Borrower’s knowledge, contemplated against or affecting the
Guarantor which, if adversely determined, is reasonably expected to result in a Material Adverse Effect.


 


Section
3.4.        Agreements. Borrower is not in default in any material respect in the performance, observance or fulfillment of any
of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which
Borrower or the Property (or any portion thereof) is bound which would result in a Material Adverse Effect. Except as set
forth in the financial statements of Borrower previously delivered to Lender in connection with the closing of the Loan,
Borrower has no material financial obligations under any agreement or instrument to which it is a party or by which Borrower
or the Property (or any portion thereof) is otherwise bound, other than (a) obligations incurred in the ordinary course of
the development and operation of the Property (including any obligations under Leases and the Ernst & Young Plaza
Integration Agreements) and (b) obligations under this Agreement, the Security Instrument, the Note and the other Loan
Documents.


 


Section
3.5.      Financial Condition.


 


(a)   
Borrower is solvent and has received reasonably equivalent value for the granting of the Security Instrument. No proceeding
under Creditors Rights Laws with respect to any Borrower Party has been initiated.


 


(b)   
In the last ten (10) years, (i) no petition in bankruptcy has been filed by or against any Borrower Party and (ii) no Borrower
Party has ever made any general assignment for the benefit of creditors or taken advantage of any Creditors Rights Laws.


 


(c)   
No Borrower Party is contemplating either the filing of a petition by it under any Creditors Rights Laws or the liquidation
of its assets or property and Borrower has no knowledge of any Person contemplating the filing of any such petition against any
Borrower Party.


 


(d)   
There exists no Sale or Pledge (or contemplated redemption or conversion) of any direct interests in Borrower other than
pursuant to the Loan Documents or the Mezzanine Loan Documents.


 


Section
3.6.       Previously-Owned Property. No Borrower Party has any material contingent or actual liability or obligation with respect
to the Previously-Owned Property.


 


Section
3.7.       No Plan Assets. As of the date hereof, (a) Borrower is not an “employee benefit plan,” as defined in
Section 3(3) of ERISA, subject to Title I of ERISA, (b) Borrower is not a “governmental plan” within the meaning
of Section 3(32) of ERISA, (c) assuming that the assets used to fund the Loan do not constitute assets of a governmental
plan, transactions by or with Borrower hereunder or under the other Loan Documents are not in violation of any state statute
regulating investments of, or fiduciary obligations with respect to, governmental plans and (d)   none
of the assets of Borrower constitute “plan assets” of one or more such plans described in clause (a) above
within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA. To the extent Borrower maintains,
sponsors or contributes to an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA that is
subject to Title IV of ERISA or Section 412 of the IRS Code or a “multiemployer pension plan”
(“Multiemployer Plan”) within the meaning of Section 3(37)(A) of ERISA (collectively,
 “Plan”), or if any entity that is a member of a controlled group of corporations within the meaning of
Section 414(b) of the IRS Code, a group of entities that are under common control within the meaning of Section 414(c) of the
IRS Code or, for purposes of Section 302 of ERISA and Section 412 of the IRS Code, an affiliated service group within the
meaning of Section 414(m) of the IRS Code (an “ERISA Affiliate”) with the Borrower maintains, sponsors or
contributes to a Plan, then, except as would not result in a material tax, penalty or other liability to the Borrower, (i)
the present value of all benefits vested under each Plan, other than a Multiemployer Plan, that is subject to Title IV of
ERISA and is sponsored or maintained by any ERISA Affiliate of the Borrower or to which any ERISA Affiliate of the Borrower
contributes or has an obligation to contribute, or has any liability (each, a “Pension Plan”), does not
exceed the value of the assets of the Pension Plan allocable to such vested benefits (based on the value of such assets as of
the last annual valuation date) determined in accordance with the assumptions used for funding such Pension Plan pursuant to
Sections 412 and 430 of the IRS Code, (ii) no prohibited transactions (with respect to any Pension Plan and with respect to
any Multiemployer Plan as to which any Borrower Party is aware which would result in a Material Adverse Effect), failure to
meet the minimum funding standard set forth in Section 302(a) of ERISA and Section 412(a) of the IRS Code (with respect to
any Pension Plan other than a Multiemployer Plan), withdrawals or reportable events have occurred with respect to any Pension
Plan, (iii) no notice of intent to terminate a Pension Plan has been filed, nor has any Pension Plan been terminated under
Section 4041(c) of ERISA, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate, or appoint a
trustee to administer, a Pension Plan and (iv) to Borrower’s knowledge, no event has occurred or condition exists that
might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,
any Pension Plan.


 






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Section
3.8.      Not a Foreign Person. Borrower (or if Borrower is treated as a disregarded entity for U.S. federal income tax purposes,
its regarded owner) is not a “foreign person” within the meaning of Section 1445(f)(3) of the IRS Code.


 


Section
3.9.      [Intentionally Omitted].


 


Section
3.10.    Business Purposes. The Loan is solely for the business purpose of Borrower and is not for personal, family, household,
or agricultural purposes.


 


Section
3.11.    Principal Place of Business. Borrower’s principal place of business and its chief executive
office as of the date hereof is c/o Brookfield Properties, 250 Vesey Street, 15th Floor, New York, New York 10281.
Borrower’s mailing address, as set forth in Section 14.1 hereof or as changed in accordance with the provisions
hereof, is true and correct. Borrower’s organizational identification number assigned by the state of its incorporation
or organization is 3527934. Borrower’s federal tax identification number is 30-0085031. Borrower is not subject to
back-up withholding taxes.


 


Section
3.12.       Status of Property.


 


(a)   
Except as set forth in the zoning report delivered to Lender in connection with the closing of the Loan, Borrower has obtained
all material Permits (the absence of which could reasonably be expected to have a Material Adverse Effect), all of which are in
full force and effect as of the date hereof and not subject to revocation, suspension, forfeiture or modification.


 


(b)   
The Property and the present and contemplated use and occupancy thereof are in compliance in all material respects with
all applicable zoning ordinances, building codes, land use laws and other similar Legal Requirements. The use being made of the
Property is in conformity in all material respects with the certificate of occupancy issued for the Property.


 


(c)   
The Property is served by all utilities required for the current use thereof. All utility service is provided by public
utilities and the Property has accepted or is equipped to accept such utility service.


 


(d)   
 Except as set forth in the zoning report delivered to Lender in connection with the closing of the Loan, all public roads
and streets necessary for service of and access to the Property for the current use thereof have been completed and are serviceable.
The Property has either direct access to such public roads or streets or access to such public roads or streets by virtue of an
easement or similar agreement inuring in favor of Borrower and any subsequent owners of the Property.


 


 (e)    The Property is served by public water and sewer systems.




 


(f)   
The Property is free from damage caused by fire or other casualty (other than to a de minimis extent and which could not
reasonably be expected to have a Material Adverse Effect). Except as shown on any reports delivered by Borrower to Lender or obtained
by Lender, in each case in connection with the closing of the Loan, the Property, including, without limitation, all buildings,
improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, septic and sewer systems,
fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems
and all structural components, are in good operating condition and repair in all material respects. Except as shown on the property
condition reports delivered by Borrower to Lender or obtained by Lender, in each case in connection with the closing of the Loan,
there exist no structural or latent defects or damages in the Property, and Borrower has not received notice from any insurance
company or bonding company of any defects or inadequacies in the Property, or any part thereof, which would adversely affect the
insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened
termination of any policy of insurance or bond.


 


(g)   
All material costs and material expenses of any and all labor, materials, supplies and equipment due and payable in the
construction of the Improvements have been paid in full. There are no mechanics’ or similar liens or claims which have been
filed for work, labor or material (and, no rights are outstanding that under applicable Legal Requirements could give rise to any
such liens) affecting the Property which are or may be prior to or equal to the lien of the Security Instrument. The parties agree
that any time the representations made in this clause (g) are re-made (or deemed to have been re-made) by Borrower, such
representations by Borrower shall be deemed to have excepted (i) any such costs and expenses that are being contested in good faith
in accordance with (and subject to the terms and conditions of) Section 4.16(b) hereof and (ii) inchoate mechanic’s
liens that may be asserted in connection with work recently completed and for which the statutory lien period has not expired.


 






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(h)   
Borrower has paid in full for, and is the owner or lessee of, all furnishings, fixtures and equipment (other than Tenants’
property or the property subject to a Permitted Equipment Lease) used in connection with the operation of the Property, free and
clear of any and all security interests, liens or encumbrances, except the lien and security interest created by this Agreement,
the Note, the Security Instrument and the other Loan Documents and other security interests, liens and encumbrances permitted pursuant
to this Agreement, including Permitted Encumbrances.


 


(i)   
 Except as expressly disclosed on the Survey, no portion of the Improvements is located in an area identified by the Federal
Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts.
No part of the Property consists of or is classified as wetlands, tidelands or swamp and overflow lands.


 


(j)   
Except as disclosed on the Survey, all the Improvements lie within the boundaries of the Land and any building restriction
lines applicable to the Land.


 


(k)   
Except as expressly disclosed on the Title Insurance Policy, there are no pending or, to Borrower’s knowledge, proposed
special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements
to the Property that may result in such special or other assessments.


 


(l)   
Borrower has not (i) made, ordered or contracted for any construction, repairs, alterations or improvements to be made on
or to the Property which have not been completed and paid for in full, (ii) ordered materials for any such construction, repairs,
alterations or improvements which have not been paid for in full or (iii) attached any fixtures to the Property which have not
been paid for in full, in each case other than expenses which (1) are due and payable in the ordinary course of Borrower’s
current monthly payment cycle, (2) will be paid in the ordinary course of Borrower’s current monthly payment cycle and (3)
if unpaid, would not result in Material Adverse Effect. There is no such construction, repairs, alterations or improvements ongoing
at the Property as of the Closing Date. There are no outstanding or disputed claims for any Work Charges and there are no outstanding
liens or security interests in connection with any Work Charges.


 


(m)   
Borrower has no direct employees. No work stoppage, labor strike, slowdown, union organizing campaign or proceeding, or
lockout is pending or, to the knowledge of Borrower, threatened in writing by or with respect to employees and other laborers at
the Property. There is no pending or threatened in writing material labor dispute, material grievance or litigation against Borrower
or Manager or otherwise relating to the Property concerning labor matters involving any employees and other laborers at the Property,
including, without limitation, violation of any federal, state, or local labor, safety, or employment laws (domestic or foreign)
and/or charges of unfair labor practices or discrimination complaints. To Borrower’s knowledge, neither Borrower nor Manager
have engaged with respect to the Property in any unfair labor practices within the meaning of the National Labor Relations Act
or the Railway Labor Act. Except as set forth on Schedule VIII attached hereto, neither Borrower nor Manager is a party
to, or bound by, any existing collective bargaining agreement or union contract with respect to employees and other laborers at
the Property, nor is there any such agreement or contract affecting the Property. Borrower and Manager have complied in all material
respects with all applicable requirements of each CBA with respect to the Property. As of the Closing Date, Borrower has received
no notice that any payments that are required to be paid under any collective bargaining agreement have not been paid.


 






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Section
3.13.      Financial Information. All financial data in respect to Borrower, Guarantor and/or the Property, including, without limitation,
the balance sheets, statements of cash flow, statements of income and operating expense, and rent rolls, that have been delivered
to Lender by Borrower or Guarantor or any Affiliate of Borrower or Guarantor or, to Borrower’s knowledge, by any other Person
(a) are true in all material respects, (b) accurately represent the financial condition of Borrower, Guarantor or the Property,
as applicable, as of the date of such reports, and (c) to the extent prepared or audited by an independent certified public accounting
firm, have been prepared in accordance with the Approved Accounting Method throughout the periods covered, except as disclosed
therein. Borrower has no contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized
or anticipated losses from any unfavorable commitments that are known to Borrower and are reasonably likely to have a Material
Adverse Effect, except as referred to or reflected in said financial statements. Since the date of such financial statements, there
has been no materially adverse change in the financial condition, operations or business of Borrower or Guarantor from that set
forth in said financial statements.


 


Section 3.14.
      Condemnation. No Condemnation or other proceeding has been commenced or, to Borrower’s knowledge, is threatened in writing
or is contemplated with respect to all or any portion of the Property or for the relocation of the access to the Property.


 


Section 3.15.
      Separate Lots. The Property is assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate
from any adjoining land or improvements not constituting a part of such lot or lots, and no other land or improvements is assessed
and taxed together with the Property or any portion thereof.


 


Section
3.16.      Insurance. Borrower has obtained and has delivered to Lender certified copies of all Policies or certificates of the
Policies (or such other evidence reasonably acceptable to Lender) reflecting the insurance coverages, amounts and other requirements
set forth in this Agreement. There are no present claims of any material nature under any of the Policies, and to Borrower’s
knowledge, no Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any of the
Policies.


 


Section 3.17.
      Use of Property. The Property is used primarily for office purposes and other appurtenant, ancillary, and related uses.


 


Section
3.18.     Leases. Except as disclosed in the certified rent roll for the Property delivered to Lender in connection with the closing
of the Loan (the “Rent Roll”) or in the Tenant estoppel certificates delivered by Tenants to Lender in connection
with the closing of the Loan, (a) Borrower is the sole owner of the entire lessor’s interest in the Leases; (b) the
Leases to which Borrower is a party are valid and enforceable and in full force and effect (subject to laws affecting creditors’
rights generally and general principles of equity); (c) all free rent, gap rent, free or discounted parking, or rent abatements
due to any Tenant as of the Closing Date are set forth on Schedule IX and Schedule X attached hereto; (d) except
as disclosed on Schedule VII attached hereto, neither Borrower nor, to Borrower’s knowledge, any other party under
any Lease to which Borrower is a party is in monetary or material non-monetary default, after the expiration of all notice and
cure periods applicable thereto; (e) except as disclosed on Schedule VII attached hereto, all Rents due have been paid
in full and no Tenant is in arrears in its payment of Rent; (f) except as disclosed on Schedule VII attached hereto, Borrower
is not currently in discussions or negotiations (directly or indirectly) with any Tenant with respect to, and no Tenant has requested
in writing, any material amendment or modification of the Lease (including, without limitation, any reduction in the rent or the
term thereof); (g) to Borrower’s knowledge, none of the Rents reserved in the Leases to which Borrower is a party are subject
to any assignment, pledge or hypothecation, except pursuant to the Loan Documents; (h) none of the Rents have been collected for
more than one (1) month in advance (except a Security Deposit shall not be deemed Rent collected in advance); (i) except as set
forth on Schedule XI attached hereto, the premises demised under the Leases have been completed (to the extent Borrower,
as landlord, is required to complete the same), all improvements, repairs, alterations or other work required to be furnished
on the part of Borrower under the Leases have been completed to the extent Borrower, as landlord, is required to complete the
same, the Tenants under the Leases have accepted the premises demised thereunder and have taken possession of the same on a rent-paying
basis and, except as set forth on Schedule IX and Schedule X attached hereto, any payments, credits or abatements
required to be given by Borrower to the Tenants under the Leases have been made in full; (j) there exist no material offsets or
defenses to the payment of any portion of the Rents and, except as set forth on Schedule XI attached hereto, which sets
forth all outstanding tenant improvement and leasing commission obligations of Borrower as of the Closing Date, Borrower has no
material outstanding monetary obligations to any Tenant under any Lease; (k) Borrower has received no notice from any Tenant challenging
the validity or enforceability of any Lease; (l) the copies of the Leases provided to Lender are true and complete copies of such
Leases in all material respects; (m) [intentionally omitted]; (n) no Lease contains an option to purchase, right of first refusal
to purchase, or except as set forth in the Leases, right of first refusal to lease additional space at the Property; (o) no Person
has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease and/or a Permitted Encumbrance;
(p) all Security Deposits relating to the Leases are reflected on the Rent Roll and have been collected by Borrower; (q) except
as set forth on Schedule XI attached hereto, no brokerage commissions or finders fees are currently due and payable regarding
any Lease; (r) each Tenant under a Major Lease is in actual, physical occupancy of the premises demised under its Lease (other
than any Tenant that is not in actual, physical occupancy of such premises as a result of any legal requirement prohibiting or
limiting such occupancy, including without limitation, any local government orders or directives relating to “shelter-in-
place,” “stay-at-home” and essential businesses, provided such Tenant is continuing to pay full rent and otherwise
complying with the terms and conditions of its Lease), and Borrower has no liability under any holdover indemnity agreement with
respect to such Tenant; (s) to Borrower’s knowledge, there are no actions or proceedings (voluntary or otherwise) pending
against any Tenants or guarantors under Leases, in each case, under bankruptcy or similar insolvency laws or regulations; and
(t) to Borrower’s knowledge, no event has occurred giving any Tenant the right to terminate its Lease or pay reduced or
alternative Rent to Borrower under any of the terms of such Lease. Prior to the Closing Date, Borrower has requested Tenant estoppel
certificates from each Tenant. Borrower has made available to Lender true and correct copies in all material respects of all Leases
in effect with respect to the Property that have been requested by Lender.


 






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Section
3.19.     Filing and Recording Taxes. All material mortgage, mortgage recording, stamp, intangible or other similar tax
required to be paid by any Person under applicable Legal Requirements currently in effect (or any payments in lieu thereof)
in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of this
Agreement, the Security Instrument, the Note and the other Loan Documents have been paid or will be paid, and, to
Borrower’s knowledge, under current Legal Requirements, the Security Instrument and the other Loan Documents are
enforceable in accordance with their terms by Lender (or any subsequent holder thereof), except as such enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).


 


Section
3.20.      Management Agreement. The Management Agreement is in full force and effect and there are no material defaults thereunder
by any party thereto. As of the date hereof, no management fees under the Management Agreement are due and payable, other than
the current monthly management fee.


 


Section
3.21.      Illegal Activity/Forfeiture.


 


(a)   
No portion of the Property has been or will be purchased, improved, equipped or furnished with proceeds of any illegal activity
and to Borrower’s knowledge, there are no illegal activities or activities relating to controlled substances at the Property.


 


(b)   
To Borrower’s knowledge, there has not been committed by Borrower or any other Person in occupancy of or involved
with the operation or use of the Property any act or omission affording the federal government or any state or local government
the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower’s obligations
under this Agreement, the Note, the Security Instrument or the other Loan Documents to which it is a party. Borrower hereby covenants
and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture.


 


Section
3.22.      Taxes. Borrower has filed (or has obtained effective extensions for filing) all material federal and state, county, municipal,
and city income, personal property and other tax returns required to have been filed by it and has paid all federal or state income
and other material taxes and related liabilities which have become due pursuant to such returns or pursuant to any assessments
received by it, except as are being contested in good faith in accordance with (and subject to the terms and conditions of) Section
4.5(b) hereof. Borrower has not received written notice of any material additional assessment in respect of any such taxes
and related liabilities for prior years.


 


Section
3.23.      [Intentionally Omitted.]


 


Section
3.24. Third Party Representations. Each of the representations and the warranties made by Guarantor in the other Loan Documents
(if any) are true, complete and correct in all material respects.


 


Section
3.25.      Parking Management Agreements. The Parking Management Agreement and Parking Structure Management Agreement are each in
full force and effect and there are no material defaults thereunder by any party thereto. As of the date hereof, no fees under
the Parking Management Agreement or Parking Structure Management Agreement are past due.


 


Section
3.26.      Federal Reserve Regulations. No part of the proceeds of the Loan will be used for the purpose of purchasing or
acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve
System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of
Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement, the
Security Instrument, the Note or the other Loan Documents.


 






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Section
3.27.      Investment Company Act. Borrower is not (a) an “investment company” or a company “controlled”
by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (b) a “holding
company” or a “subsidiary company” of a “holding company” or an “affiliate” of either
a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company
Act of 2005, as amended; or (c) subject to any other federal or state law or regulation which purports to restrict or regulate
its ability to borrow money.


 


Section
3.28.      Fraudulent Conveyance. Borrower has not entered into the Loan or any Loan Document to which it is a party, in each case
with the actual intent to hinder, delay, or defraud any creditor, and has received reasonably equivalent value in exchange for
its obligations under such Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s assets exceeds
and will, immediately following the execution and delivery of the Loan Documents to which it is a party, exceed Borrower’s
total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable
value of Borrower’s assets is and will, immediately following the execution and delivery of the Loan Documents to which it
is a party, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or
its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the execution and
delivery of the Loan Documents to which it is a party will not, constitute unreasonably small capital to carry out its business
as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities
(including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature
(taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).


 


Section
3.29.      Embargoed Person. As of the date hereof and at all times throughout the term of the Loan, including after giving effect
to any transfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of any Borrower
Party constitute (or will constitute) property of, or are (or will be) beneficially owned, directly or indirectly, by any Person
or government that is the subject of economic sanctions or trade restrictions under U.S. law, including without limitation, the
International Emergency Economic Powers Act, 50 U.S.C.§§ 1701 et seq., the Trading with the Enemy Act, 50 U.S.C.
App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that transactions involving or
the investment in any such Borrower Party (whether directly or indirectly) is prohibited by applicable law or the Loan made by
Lenders is in violation of applicable law (“Embargoed Person”); (b) no Embargoed Person has (or will have)
any interest of any nature whatsoever in any Borrower Party, with the result that the investment in any such Borrower Party (whether
directly or indirectly), is prohibited by applicable law or the Loan is in violation of applicable law; and (c) none of the funds
of any Borrower Party have been (or will be) derived from any unlawful activity with the result that transactions involving or
the investment in any such Borrower Party (whether directly or indirectly), is prohibited by applicable law or the Loan is in
violation of applicable law. Any violation of the clauses (a), (b) or (c) above shall, at Lender’s
option, constitute an Event of Default hereunder. The representations contained in this Section 3.29 shall not be deemed
to apply to any Person whose ownership interests in any indirect owner of Borrower is solely through the ownership of shares of
stock in such indirect owner of Borrower whose shares are listed on the Toronto Stock Exchange, the New York Stock Exchange, or
another nationally recognized stock exchange.


 






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Section
3.30.      Patriot Act and OFAC Regulations. Borrower hereby represents and warrants that none of Borrower, SPE Component Entity
or Guarantor and, to Borrower’s knowledge, any other owner of a direct or indirect interest in Borrower: (i) is a person
who has been determined by competent authority to be subject to economic sanctions administered or enforced by the Office of Foreign
Assets Control (“OFAC”) of the Department of the Treasury, the Department of State, or other relevant sanctions
authority (“Sanctions”); (ii) has been previously indicted for or convicted of, or pled guilty or no contest
to, any felony or crimes under the USA PATRIOT Act or other applicable anti-money laundering laws and regulations and all Sanctions;
(iii) fail to operate (or have operated) under policies, procedures and practices, if any, that are in compliance with the USA
PATRIOT Act and other applicable anti-money laundering laws and regulations and Sanctions; (iv) be (or have been) in receipt of
any notice from OFAC, the Secretary of State or the Attorney General of the United States or any other department, agency or office
of the United States, in each case, claiming a violation or possible violation of applicable anti-money laundering laws and regulations
and/or Sanctions; (v) be (or have been) the subject of Sanctions, including those listed as a Specially Designated National or
as a “blocked” Person on any lists issued by OFAC and those owned or controlled by or acting for or on behalf of such
Specially Designated National or “blocked” Person; (vi) be (or have been) a Person who has been determined by competent
authority to be subject to any of the prohibitions contained in the USA PATRIOT Act; or (vii) be (or have been) owned or controlled
by or be (or have been) acting for or on behalf of, in each case, any Person who has been determined to be subject to the prohibitions
contained in the USA PATRIOT Act. Borrower covenants and agrees that in the event Borrower receives any notice that any Borrower
Party (or any of their respective beneficial owners or Affiliates) became the subject of Sanctions or is indicted, arraigned, or
custodially detained on charges involving Sanctions, money laundering or predicate crimes to money laundering, Borrower shall promptly
notify Lender. It shall be an Event of Default hereunder if any Borrower Party becomes the subject of Sanctions or is indicted,
arraigned or custodially detained on charges involving Sanctions, money laundering or predicate crimes to money laundering. All
capitalized words and phrases and all defined terms used in the USA PATRIOT Act of 2001, 107 Public Law 56 (October 26, 2001) and
in other statutes and all orders, rules and regulations of the United States government and its various executive departments,
agencies and offices related to applicable anti- money laundering laws and regulations (collectively referred as the “Patriot
Act”) are incorporated into this Section. The representations contained in this Section 3.30 shall not be deemed
to apply to any Person whose ownership interests in any indirect owner of Borrower is solely through the ownership of shares of
stock in such indirect owner of Borrower whose shares are listed on the Toronto Stock Exchange, the New York Stock Exchange, or
another nationally recognized stock exchange.


 


Section
3.31.       Organizational Chart. The organizational chart attached as Schedule III hereto (the “Organizational Chart”),
relating to Borrower and certain Affiliates and other parties, is true and correct on and as of the date hereof.


 


Section
3.32.       Bank Holding Company. Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank
holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board
of Governors of the Federal Reserve System.


 


Section
3.33.      [Intentionally Omitted].


 


Section
3.34.      [Intentionally Omitted].


 


Section
3.35.      No Material Agreements. Borrower has not entered into, and is not bound by, any Material Agreement which continues in
existence as of the Closing Date, except those previously disclosed in writing to Lender or permitted under the Loan Documents.


 






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Section
3.36.      Ernst & Young Plaza Integration Agreements. With respect to each Ernst & Young Plaza Integration Agreement, Borrower
hereby represents that (a) each such Ernst & Young Plaza Integration Agreement is in full force and effect and has not been
amended, restated, replaced or otherwise modified (except, in each case, as expressly set forth herein or as disclosed on the Title
Insurance Policy), (b) there are no material defaults under such Ernst & Young Plaza Integration Agreement by Borrower or to
Borrower’s knowledge, by any party thereto and, to Borrower’s knowledge, no event has occurred which, but for the passage
of time, the giving of notice, or both, would constitute a material default under any such Ernst & Young Plaza Integration
Agreement which would have a Material Adverse Effect, and (c) to Borrower’s knowledge, no party to any Ernst & Young
Plaza Integration Agreement has commenced any action or given or received any notice for the purpose of terminating (or contemplating
the termination of) such Ernst & Young Plaza Integration Agreement.


 


Section
3.37.      Co-Tenancy Agreement. With respect to the Co-Tenancy Agreement, Borrower hereby represents that (a) the Co-Tenancy Agreement
is in full force and effect and has not been amended, restated, replaced or otherwise modified (except, in each case, as expressly
set forth herein or as disclosed on the Title Insurance Policy), (b) there are no material defaults under the Co-Tenancy Agreement
by Borrower or to Borrower’s knowledge, by any party thereto and, to Borrower’s knowledge, no event has occurred which,
but for the passage of time, the giving of notice, or both, would constitute a material default under the Co-Tenancy Agreement
which would have a Material Adverse Effect, and (c) to Borrower’s knowledge, no party to the Co-Tenancy Agreement has commenced
any action or given or received any notice for the purpose of terminating (or contemplating the termination of) the Co-Tenancy
Agreement.


 


Section
3.38.      No Change in Facts or Circumstances; Disclosure. All information submitted by Borrower, Sponsor or Guarantor or any
Affiliate of Borrower, Sponsor or Guarantor or, to Borrower’s knowledge, by any other Person to Lender and in all financial
statements (but not financial projections), rent rolls, reports, certificates and other documents submitted in connection with
the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower and/or Guarantor in this Agreement
or in the other Loan Documents, are accurate and correct in all material respects (as each may have been or may be updated or
supplemented in writing through the Closing Date). There has been no material adverse change in any condition, fact, circumstance
or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that is
reasonably likely to cause a Material Adverse Effect.


 


Borrower
agrees that, unless expressly provided otherwise, all of the representations and warranties of Borrower set forth in this Article
3 and elsewhere in this Agreement and the other Loan Documents are made as of the date hereof but shall survive for so long
as any portion of the Debt remains owing to Lender. All representations, warranties, covenants and agreements made in this Agreement
and in the other Loan Documents shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore
or hereafter made by Lender or on its behalf.


 






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ARTICLE 4.


 


COVENANTS


 


From
the date hereof and until payment and performance in full of all obligations of Borrower under this Agreement, the Security
Instrument, the Note and the other Loan Documents or the earlier release of the lien of the Security Instrument (and all
related obligations) in accordance with the terms of this Agreement, the Security Instrument, the Note and the other Loan
Documents, Borrower hereby covenants and agrees with Lender that:


 


Section
4.1.      Existence. Borrower will continuously maintain (a) its existence and shall not dissolve or permit its dissolution, (b)
its rights to do business in the State and (c) its franchises and trade names, if any.


 


Section 4.2.      Legal Requirements.


 


(a)   
Borrower shall promptly comply in all material respects and shall cause the Property to comply in all material respects
with all Legal Requirements applicable to Borrower and the Property or the use thereof (which such covenant shall be deemed to
require Borrower to keep all material Permits in full force and effect), unless such failure to preserve, renew, keep or comply
is not reasonably expected to result in a Material Adverse Effect.


 


(b)   
Borrower shall from time to time, if requested by Lender (which request will be made only if Lender has a reasonable basis
for believing the Property may not be in compliance with Legal Requirements), provide Lender with evidence reasonably satisfactory
to Lender that Borrower and the Property comply with all Legal Requirements in all material respects or is exempt from compliance
with Legal Requirements.


 


(c)   
Borrower shall give prompt notice to Lender of the receipt by Borrower of any notice alleging a violation of any Legal Requirements
applicable to Borrower or the Property, or the commencement of any proceedings or investigations which relate to compliance with
Legal Requirements, in each case the result of which would be reasonably likely to cause a Material Adverse Effect.


 


(d)    Borrower,
at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due
diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower or the Property or
any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains
uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any material
instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be permitted
by and conducted in accordance with all applicable Legal Requirements; (iii) neither the Property (nor any part thereof or
interest therein) will be in imminent danger of being sold, forfeited, terminated, cancelled or lost, nor shall there be any
risk of the lien of the Security Instrument being primed by any lien arising from any such alleged violation; (iv)  Borrower
shall promptly upon final determination thereof comply in all material respects with any such Legal Requirement determined to
be valid or applicable or cure any material violation of any Legal Requirement; (v) such proceeding shall suspend the
enforcement of the contested Legal Requirement against Borrower or the Property (or, alternatively, Borrower shall comply
with such Legal Requirement during the pendency of the dispute); (vi) Borrower shall furnish such security as may be (A)
required in the proceeding or (B) if no such security is so required, reasonably requested by Lender, in each case to insure
compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith, provided
such amount under clause (vi)(B) shall not be greater than one hundred percent (100%) of the maximum amount reasonably
expected by Lender to be payable in the event such contest is unsuccessful; and (vii) if the amount in dispute exceeds
$125,000, Borrower shall have provided Lender with prior written notice of such contest or action. Lender may apply any such
security or part thereof, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable
judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Property
(or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost
or there shall be a risk of the lien of the Security Instrument being primed by any lien arising from any such alleged
violation. Any security provided to Lender pursuant to clause (vi) above will be released to Borrower upon resolution
of the dispute relating to compliance with the Legal Requirement and discharge of any sum owed by Borrower to resolve that
dispute.


 






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Section
4.3.      Required Repairs; Maintenance and Use of Property; Completion. Borrower shall perform the repairs at the Property as
set forth on Schedule IV hereto and shall complete each of such repairs on or before the respective deadline for each
repair as set forth on Schedule IV hereto. Borrower shall cause the Property to be maintained in a good and safe
condition and repair. The Improvements and the Personal Property shall not be removed, demolished or materially altered
(except for (x) Approved Alterations and (y) normal replacement of the Personal Property or removal of obsolete Personal
Property without replacement) without the consent of Lender, which consent shall not be unreasonably withheld, conditioned or
delayed, or as otherwise permitted pursuant to Section 4.21 hereof. Subject to the terms and conditions of Article
7 hereof and subject to the requirements of the Ernst & Young Plaza Integration Agreements, Borrower shall perform
(or shall cause to be performed) the prompt repair, replacement and/or rebuilding of any part of the Property which may be
destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character
referred to in Section 3.14 hereof and shall complete and pay for (or use commercially reasonable efforts to cause the
completion and payment for in circumstances where a third party is obligated to perform the work pursuant to the terms of a
Lease or an Ernst & Young Plaza Integration Agreement and is undertaking such work) any work at the Property at any time
in the process of construction or repair on the Land. Subject to any alterations expressly permitted by this Agreement,
Borrower shall operate the Property for the same uses as the Property is currently operated and Borrower shall not, without
the prior written consent of Lender, (i) change the use of the Property from an office building and related and ancillary
uses including parking or (ii) except as otherwise permitted hereunder, initiate, join in, acquiesce in, or consent to any
change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses
which may be made of the Property or any part thereof. If under applicable zoning provisions the use of all or any portion of
the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be
discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender, which consent
shall not be unreasonably withheld, conditioned or delayed.


 


Section
4.4.      Waste. Borrower shall not commit or knowingly suffer any waste of the Property or make any change in the use of the Property
which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Property, or knowingly
take any action that would invalidate or give cause for cancellation of any Policy, or do or permit (to the extent within Borrower’s
control to prevent) to be done thereon anything that would materially impair the value of the Property or the security for the
Loan. Borrower will not, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned
or delayed, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the
subsurface of the Property, regardless of the depth thereof or the method of mining or extraction thereof.


 


Section
4.5.      Property Taxes and Other Charges.


 


(a)   
Borrower shall pay (or cause to be paid) all Taxes and Other Charges now or hereafter levied or assessed or imposed against
the Property or any part thereof prior to the date the same shall become delinquent, subject to Borrower’s right to contest
any Taxes and Other Charges pursuant to Section 4.5(b) below; provided, however, prior to the occurrence and
continuance of an Event of Default, Borrower’s obligation to directly pay such Taxes shall be suspended for so long as Borrower
complies with the terms and provisions of Section 8.6 hereof. Borrower shall, following receipt of a written request by
Lender, furnish to Lender receipts for the payment of such Taxes and the Other Charges prior to the date the same shall become
delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the
event that such Taxes have been paid by Lender pursuant to Section 8.6 hereof). Subject to Borrower’s right to contest
same pursuant to Section 4.5(b) below, Borrower shall not suffer and shall promptly cause to be paid and discharged any
lien or charge whatsoever (in each case, other than a Permitted Encumbrance) which may be or become a lien or charge against the
Property (or any portion thereof), and shall promptly pay for all utility services provided to the Property (or any portion thereof).


 



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(b)    Borrower,
at its own expense, may contest (or permit to be contested) by appropriate legal proceeding, promptly initiated and conducted
in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other
Charges, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be
permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and
shall not constitute a default thereunder and such proceeding shall be permitted by and conducted in accordance with all
applicable Legal Requirements; (iii) neither the Property nor any part thereof or interest therein will be in imminent danger
of being sold, forfeited, terminated, canceled or lost; (iv)  Borrower
shall promptly upon final determination thereof (or, if required under applicable Legal Requirements, prior thereto in
connection with such contest) pay the amount of any such Taxes or Other Charges, together with all costs, interest and
penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested
Taxes or Other Charges from the Property; (vi) Borrower shall (A)   furnish
such security as may be required in the proceeding, or (B) if no such security is so required, deliver to Lender such reserve
deposits as may be reasonably requested by Lender (it being agreed that Lender shall take into account any amounts then on
deposit in the Tax Account), in each case to insure the payment of any such Taxes or Other Charges, together with all
interest and penalties thereon, provided such amount under clause (vi)(B) shall not be greater than one hundred
percent (100%) of the maximum amount reasonably expected by Lender to be payable in the event such contest is unsuccessful;
and (vii) if the amount in dispute exceeds $100,000, Borrower shall have provided Lender with prior written notice of such
contest or action. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto
at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or
part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, canceled or lost. Without
limiting Lender’s rights set forth in the preceding sentence, any such security provided to Lender pursuant to clause
(vi) above will be released to Borrower to pay and discharge any sum ultimately determined to be owed by Borrower for
disputed Taxes and Other Charges (with the remainder, if any, going to Borrower).


 


Section
4.6.      Litigation. Borrower shall give prompt written notice to Lender of any litigation or governmental proceedings pending
or threatened in writing against Borrower which is reasonably likely to have a Material Adverse Effect.


 


Section
4.7.      Access to Property. Borrower shall permit agents, representatives and employees of Lender to inspect the Property or any
part thereof at reasonable hours upon reasonable advance notice, subject to the rights of Tenants under their respective Leases.


 


Section
4.8.       Notice of Default. Borrower shall promptly advise Lender of any Event of Default of which Borrower has knowledge.


 


Section
4.9.     Cooperate in Legal Proceedings. Borrower shall cooperate in all reasonable respects with Lender with respect to any proceedings
before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights
obtained by Lender under any of the Note, the Security Instrument or the other Loan Documents and, in connection therewith, permit
Lender, at its election, to participate in any such proceedings.


 


Section
4.10.     Performance of Loan Documents. Borrower hereby acknowledges and agrees that Borrower’s observance,
performance and fulfillment of each and every covenant, term and provision to be observed and performed by Borrower under
this Agreement, the Security Instrument, the Note and the other Loan Documents to which it is a party is a material
inducement to Lender in making the Loan.


 






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Section
4.11.     [Intentionally Omitted].


 


Section
4.12.     Books and Records.


 


 (a)    Borrower shall furnish to Lender:




 


(i)   
quarterly certified rent rolls for the Property within sixty (60) days after the end of each calendar quarter, which shall
include a specific description of any renewal, extension, amendment, modification, termination, rental reduction of, surrender
of space of, shortening of the term of, or monetary or material non- monetary default under, any Lease since the delivery of the
prior rent roll under this clause (a)(i);


 


(ii)   
quarterly (and prior to a Securitization of the entire Loan (if requested by Lender), monthly) operating statements (on
a consolidated basis and also with respect to the Property) detailing the revenues received, the expenses incurred and the components
of Net Operating Income and containing appropriate year-to-date information, within sixty (60) days after the end of each fiscal
quarter (or thirty (30) days after the end of each calendar month, as applicable);


 


(iii)   
within (A) ninety (90) days after the close of each fiscal year of Borrower, a copy of Borrower’s unaudited annual
financial statements, and (B) within one hundred twenty (120) days after the close of each fiscal year of Borrower commencing with
fiscal year 2020, a complete copy of Borrower’s combined annual financial statements audited by a “Big Four”
accounting firm, BDO USA, LLP, Grant Thornton LLP, RSM US LLP, or other independent certified public accounting firm acceptable
to Lender in accordance with the Approved Accounting Method, which audited annual financial statements shall be accompanied by
(I) an annual unaudited balance sheet for Borrower, a statement of cash flow and profit and loss statement for the Property, and
a statement of change in financial position, and (II) an annual unaudited operating statement of the Property (on a consolidated
basis and also with respect to the Property) (detailing the components of Net Operating Income); and


 


(iv)    by
no later than December 1 of each calendar year, an annual operating budget for the Property (which includes revenues and
expenses) (the “Annual Budget”) for the next succeeding calendar year presented on a monthly basis
consistent with the annual operating statement described above for the Property, including all proposed capital replacements
and improvements, which such budget shall (A) until the occurrence and continuance of a Trigger Period, be provided to Lender
and the Mezzanine Lender for informational purposes, and (B) after the occurrence and during the continuance of a Trigger
Period, be provided to the Lender and the Mezzanine Lender for approval by the Lender and the Mezzanine Lender, which
approval shall not be unreasonably withheld, conditioned or delayed (such Annual Budget provided or approved, as applicable,
pursuant to clauses (A) or (B), the “Approved Annual Budget”); provided, however,
that any Approved Annual Budget in effect as of the commencement of a Trigger Period shall remain in effect as the Approved
Annual Budget for the remainder of the calendar year and shall not require additional approval of the Lender or Mezzanine
Lender. During the occurrence and continuance of a Trigger Period, any amendments to any existing Annual Budget shall require
the consent of Lender and each Mezzanine Lender (which approval shall not be unreasonably withheld, conditioned or delayed).
Until such time that Lender and Mezzanine Lender approve a proposed Annual Budget, the most recent Approved Annual Budget
shall apply to the then current calendar year; provided, that such Approved Annual Budget shall be adjusted to reflect
(x) actual increases in Taxes, Insurance Premiums, assessments, utilities expenses, and variable operating expenses that are
directly related to increased revenues at the Property and (y) the amount of the increase, if any, in the Consumer Price
Index for the immediately preceding calendar year for all other line items. To the extent that the Deemed Approval
Requirements are fully satisfied in connection with any Borrower request for Lender’s approval under this Section
4.12(a) and such Person thereafter fails to respond, such Person’s approval shall be deemed given with respect to
the matter for which approval was requested.


 


(v)   
Within five (5) Business Days following any modification and/or amendment to the Ernst & Young Plaza Integration Agreements
and/or the Co- Tenancy Agreement, Borrower shall deliver to Lender a copy of such amendment and/or modification together with a
certification from an authorized signatory or officer that such modification and/or amendment complies with the terms of this Agreement.


 






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 (b)    Intentionally omitted.




 


(c)   
Borrower shall, within ten (10) Business Days after Lender’s request therefor, furnish Lender with such other additional
financial or management information relating to Borrower or the Property as may, from time to time, be reasonably requested by
Lender; provided, however, that such additional information shall be obtained at no material expense to Borrower.
During the continuance of an Event of Default, Borrower shall furnish to Lender and its agents reasonable facilities for the examination
and audit of any such financial or management information.


 


(d)   
Borrower agrees that (i) Borrower shall keep adequate books and records of account and (ii) all items to be delivered to
Lender pursuant to this Section 4.12 shall: (A) be complete and correct in all material respects; (B) [reserved]; (C) disclose
all liabilities that are required to be reflected or reserved against; and (D) be prepared (1) in the form reasonably required
by Lender (it being agreed that the form of financial reports submitted to Lender in connection with the closing of the Loan shall
be deemed acceptable to Lender) and certified by a Responsible Officer of Borrower, (2) in hardcopy and electronic formats and
(3) in accordance with the Approved Accounting Method.


 


(e)   
 Borrower acknowledges the importance to Lender of the timely delivery of each of the items required by Sections 4.12(a)(ii),
(iii), and (iv) above (each, a “Required Financial Item” and, collectively, the “Required
Financial Items”). In the event Borrower fails to deliver to Lender any of the Required Financial Items within the time
frame specified herein (each such event, a “Reporting Failure”) and such Reporting Failure continues for sixty
(60) days after written demand is made for delivery of such Required Financial Item(s) (or such longer period of time agreed to
by Lender in its sole discretion taking into account an explanation from Borrower as to why such Required Financial Item(s) cannot
be timely delivered), the same shall, at Lender’s option, constitute an Event of Default hereunder.


 


Section 4.13.     Estoppel Certificates.


 


(a)   
After request by Lender, Borrower shall, within fifteen (15) Business Days after such request, furnish Lender or any proposed
assignee of any Lender with a statement stating (i) the Outstanding Principal Balance of the Loan, (ii) the Interest Rate, (iii)
the date installments of interest and/or principal were last paid, (iv) any offsets or defenses to the payment and performance
of the obligations under the Loan Documents, if any, and (v) that this Agreement and the other Loan Documents have not been modified
or if modified, giving particulars of such modification. After request by Borrower not more than once in any calendar year, Lender
shall within fifteen (15) Business Days furnish Borrower with a statement stating (i) the Outstanding Principal Balance of the
Loan, (ii) the Interest Rate and (iii) that, to Lender’s knowledge, this Agreement and the other Loan Documents have not
been modified or if modified, giving particulars of such modification.


 


(b)   
Borrower shall use commercially reasonable efforts to deliver to Lender or any proposed assignee of any Lender, upon request,
estoppel certificates from each Tenant under any Lease in substantially the same form and substance delivered at closing (which
form is hereby approved by Lender) or otherwise in form and substance reasonably satisfactory to Lender (subject to requirements
set forth in such Lease); provided, that, subject to the requirements set forth in the Leases, Borrower shall not be required
to deliver such certificates for any Lease more frequently than one (1) time in any calendar year (except that prior to a Securitization
of the entire Loan, Borrower will use such efforts to deliver up to two (2) estoppel certificates for any Lease in any calendar
year).


 


(c)   
In connection with any Secondary Market Transaction, at Lender’s request, Borrower shall provide an estoppel certificate
to any Investor or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor
may reasonably require.


 


 (d)    Intentionally omitted.




 


(e)   
Subject to the terms thereof and the rights of third parties thereunder, Borrower shall use commercially reasonable efforts
to deliver to Lender, within fifteen (15) Business
Days of request, estoppel certificates from the other parties to each Ernst & Young Plaza Integration Agreement and/or the
Co-Tenancy Agreement in form and substance reasonably acceptable to Lender; provided, that (a) Borrower shall not be required
to deliver such certificates more frequently than one (1) time in any calendar year (except that prior to a Securitization of
the entire Loan, Borrower will use such efforts to deliver up to two (2) estoppel certificates in any calendar year) and (b) the
estoppel certificate delivered in connection with the closing of the Loan is deemed reasonably acceptable to Lender.


 






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Section 4.14.     Leases and
Rents.


 


(a)    Borrower
may, in the ordinary course of business without Lender’s consent, enter into, amend or modify any Lease, provided
that such Lease (i) is not a Major Lease, (ii) provides for economic terms, including rental rates, comparable to existing
local market rates for similar properties and tenants in the market in which the Property is located, (iii) is on
commercially reasonable terms (unless otherwise consented to by Lender), (iv) does not contain any option to purchase or any
right of first refusal to purchase, and (v) unless a subordination, non-disturbance and attornment agreement reasonably
acceptable to Lender is delivered pursuant to this Section 4.14 (provided that an agreement in form and
substance substantially similar to the form attached hereto as Exhibit B or as previously accepted by Lender with
respect to any Tenant shall be deemed acceptable to Lender with respect to such Tenant for purposes of this clause
(v), with such changes as may be reasonably required by Lender to address changed facts or circumstances since the
delivery of the prior agreement), provides that such Lease is subordinate to the Security Instrument and the lessee will
attorn to Lender and any purchaser at a foreclosure sale. Borrower may also, without Lender’s consent, enter into
non-disturbance agreements on commercially reasonable terms with subtenants where if the sublease being non-disturbed became
a direct Lease with Borrower, such Lease would not be a Lease requiring the consent of Lender hereunder. All other Leases
(and material amendments or modifications of such Leases that would have the effect of requiring Borrower to obtain Lender
approval pursuant to clauses (i) through (v) above) shall require the consent of the Lender, not to be
unreasonably withheld, conditioned, or delayed. Borrower shall have the right, without the consent or approval of Lender, to
terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (A) by
reason of a Tenant default under the applicable Lease or (B) in the ordinary course of Borrower’s business.
Notwithstanding anything to the contrary contained herein, Borrower shall not, without the prior written approval of Lender
(which approval shall not be unreasonably withheld, conditioned or delayed), enter into, renew, extend, amend or modify
(other than to a de minimis extent), consent to any assignment of or subletting under, waive any provisions of,
release any party to, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, in each case,
any Major Lease, except (x) to the extent that the terms of such Major Lease require Borrower to act reasonably in approving
such action and withholding approval under the circumstances would be unreasonable and (y) to the extent that a Tenant under
any Major Lease has, pursuant to the terms of its Lease, a unilateral right (without Borrower’s consent and/or
approval) to effectuate such action. To the extent that the Deemed Approval Requirements are fully satisfied in connection
with any Borrower request for Lender’s approval under this clause (a) and Lender thereafter fails to respond,
Lender’s approval shall be deemed given with respect to the matter for which approval was requested.


 


(b)   
Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases in a commercially
reasonable manner; (ii) shall enforce all material terms, covenants and conditions contained in the Leases upon the part of the
Tenants thereunder to be observed or performed in a commercially reasonable manner, provided, however, Borrower
shall not terminate or accept a surrender of a Major Lease without the Lender’s prior approval, which approval shall not
be unreasonably withheld, conditioned or delayed; provided, further that to the extent that the Deemed Approval
Requirements are fully satisfied in connection with a Borrower request for such consent under this clause (ii) and Lender
thereafter fails to respond, such Person’s approval shall be deemed given; (iii) shall not collect any of the Rents under
any Lease more than one (1) month in advance (other than Security Deposits); (iv) shall not execute any assignment of Borrower’s
interest in the Leases or the Rents under any Lease (except as contemplated by the Loan Documents); (v) shall not, without the
Lender’s prior written consent, alter, modify or change any Lease so as to change the amount of or payment date for rent,
change the term, grant any option for additional space or term, materially reduce the obligations of the Tenant or increase the
obligations of lessor, in each case, to the extent such alteration, modification or change would require the Lender’s consent
pursuant to Section 4.14(a) above; and (vi) shall comply with all Legal Requirements in all material respects with respect
to Security Deposits received under any Lease. Upon request, Borrower shall furnish Lender with executed copies of all Leases.


 






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(c)    Notwithstanding
anything contained herein to the contrary, Borrower shall provide to Lender any information regarding renewal, extension,
amendment, modification, waiver of provisions of, termination, rental reduction of, surrender of space of, or shortening of
the term of, any Major Lease during the term of the Loan within fifteen (15) days after the occurrence of any such event.
Borrower further agrees to provide Lender with written notice of any Tenant under a Major Lease “going dark”
under such Tenant’s Major Lease within fifteen (15) days after Borrower obtains knowledge that such Tenant “has
gone dark” (provided that a Tenant shall not be deemed to have “gone dark” solely due to Tenant’s
non-use of its premises as a result of any legal requirement prohibiting or limiting such occupancy, including without
limitation, any local government orders or directives relating to “shelter-in-place,” “stay-at-home”
and essential businesses, if such Tenant is continuing to pay full rent). Borrower agrees to provide Lender with written
notice of any monetary or material non-monetary default under a Major Lease within fifteen (15) days after Borrower obtains
knowledge of the occurrence of any such event of default.


 


(d)   
Borrower shall notify Lender in writing, within five (5) Business Days following receipt thereof, of Borrower’s receipt
of any Lease Termination Payment or other termination fee or payment paid by any Tenant under any Lease, and Borrower shall deposit
any such amounts into the Leasing Reserve Account to be disbursed by Lender in accordance with Section 8.2(b) hereof; provided
that if a Trigger Period does not exist, the provisions of this clause (d) shall only apply to such payments in an amount
equal to or greater than $1,000,000 in the aggregate with respect to any Tenant or Lease.


 


(e)    Lender,
upon Borrower’s request and at Borrower’s sole cost and expense, shall execute and deliver a subordination,
non-disturbance and attornment agreement, in form and substance substantially similar to the form attached hereto as Exhibit
B or otherwise reasonably acceptable to Lender with any Tenant entering into a new Lease or a modification of a Lease
with such commercially reasonable changes as may be requested by such Tenant and which are reasonably acceptable to
Lender.


 


(f)   
Notwithstanding the leasing approval procedure set forth in the foregoing portions of Section 4.14(a) and (b),
to facilitate Borrower’s leasing process, Borrower may present prospective leasing transactions to Lender for its approval
prior to the negotiation of a final Lease. Such presentation shall include a summary term sheet of all material terms of the proposed
lease or a draft of the Lease, either as supplemented by any additional information concerning such lease or the tenant thereunder
as may be reasonably requested by Lender (the “Lease Term Sheet”). Provided that Borrower’s written request
for approval is accompanied by a copy of the proposed Lease Term Sheet and any other information and documentation (and in such
detail) as Borrower reasonably believes is necessary to adequately and completely evaluate the request, and to the extent that
the Deemed Approval Requirements are fully satisfied in connection with a Borrower request for such consent under this clause
(f) and Lender thereafter fails to respond, such Person’s approval shall be deemed given; provided, however,
that Lender’s approval or deemed approval of a Lease Term Sheet shall constitute Lender’s approval of any Lease with
such prospective Tenant if such Lease is (i) on Borrower’s form of Lease approved by Lender on or prior to the Closing Date
with market changes thereto that do not (w) change the amount of or payment date for rent or the term of the Lease, (x) grant any
option for additional space or term, (y) materially reduce the obligations of Tenant or increase the obligations of Borrower, or
(z) contain any other material modifications to the form of Lease, and (ii) consistent with the terms of the Lease Term Sheet.
If Lender approves a Lease Term Sheet and Borrower thereafter submits the applicable Lease for approval, Lender may not disapprove
of any term expressly contained in such Lease Term Sheet.


 






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Section 4.15.     Management
Agreement.


 


(a)   
Borrower shall (i) diligently and promptly perform, observe and enforce all of the material terms, covenants and conditions
of the Management Agreement on the part of Borrower to be performed, observed and enforced, (ii) promptly notify Lender of any
default (other than those of a de minimis nature) under the Management Agreement of which Borrower is aware; (iii) [reserved];
(iv) promptly give notice to Lender of any written notice or credible information that Borrower receives which indicates that Manager
is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly
enforce the performance and observance of all of the covenants (other than those of a de minimis nature) required to be
performed and observed by Manager under the Management Agreement.


 


(b)    Borrower
shall not, without the prior written consent of Lender (not to be unreasonably withheld, conditioned or delayed), (i)
surrender, terminate or cancel the Management Agreement (other than in accordance with Section 4.15(f) below); (ii)
consent to any assignment of the Manager’s interest under the Management Agreement (other than in accordance with Section
4.15(f) below); (iii) replace Manager or enter into any other management agreement with respect to the Property (other
than in accordance with Section 4.15(f) below); (iv) increase or consent to the increase of the management fees or any
other material fees or charges under the Management Agreement; or (v) otherwise modify, change, alter or amend, in any
material respect, or waive or release any of its material rights and remedies under, the Management Agreement in any material
respect.


 


(c)   
During the continuance of an Event of Default under the Loan Documents, without limiting the generality of the other provisions
of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right,
but shall be under no obligation, to pay any sums and to perform any act or take any action reasonably necessary to cause all the
terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly
performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall
be kept unimpaired and free from default. Upon prior written notice to Borrower, Lender and any Person designated by Lender shall
have, and are hereby granted, the right to enter upon the Property during the continuance of an Event of Default for the purpose
of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management
Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good
faith, in reliance thereon. Borrower shall not permit Manager to sub-contract to a third party (other than an Affiliate) any or
all of its management responsibilities under the Management Agreement, provided, that Manager may sub-contract to a Qualified
Manager any or all of the management responsibilities of Manager under the Management Agreement pursuant to a sub- management agreement,
provided, that (1) the fees and charges payable under any such sub-management agreement do not exceed the management fees
and charges payable to Manager under the Management Agreement and are the sole obligation of Manager, (2) any sub-management agreement
terminates in the event of a termination of the Management Agreement, and (3) Borrower shall not have any obligations or liabilities
under any such sub-management agreement.


 


(d)   
Borrower shall, from time to time, use commercially reasonable efforts to obtain from Manager such certificates of estoppel
with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender.


 






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(e)   
In the event that the Management Agreement is scheduled to expire at any time during the term of the Loan, then, unless
the Management Agreement is subject to automatic renewals without any action to be taken on the part of any Person (and the Management
Agreement is in fact automatically extended) Borrower shall submit to Lender by no later than forty-five (45) days prior to such
expiration an extension of the Management Agreement or a draft replacement management agreement for approval in accordance with
the terms and conditions hereof.


 


(f)    Borrower
shall have the right to replace Manager and either consent to the assignment of Manager’s rights under the Management
Agreement or enter into a Qualified Management Agreement with such replacement Manager, in each case, to the extent that (i)
no Event of Default has occurred and is continuing, (ii) Lender receives, in the case of an assignment to a Manager who is
not an Affiliated Manager, at least thirty (30) days’ and, in the case of an assignment to an Affiliated Manager, at
least fifteen (15) days’ prior written notice of the same, (iii) the applicable New Manager is a Qualified Manager
engaged pursuant to a Qualified Management Agreement (or Lender otherwise consents (not to be unreasonably withheld,
conditioned or delayed) to such replacement New Manager) and (iv) satisfaction of clauses (h) and (i) of this Section
4.15.


 


(g)   
Without limitation of the foregoing, if the Management Agreement is terminated or expires (including, without limitation,
pursuant to the Assignment of Management Agreement), ceases to be in full force or effect or is for any other reason no longer
in effect (including, without limitation, in connection with any Sale or Pledge), then Lender may require Borrower to engage, in
accordance with the terms and conditions set forth herein and in the Assignment of Management Agreement, a New Manager to manage
the Property, which such New Manager shall be a Qualified Manager and shall be engaged pursuant to a Qualified Management Agreement.


 


(h)   
As conditions precedent to any engagement of a New Manager hereunder, (i)  such
New Manager and Borrower shall execute an assignment of management agreement in form and substance substantially similar to
the form attached hereto as Exhibit D or otherwise reasonably acceptable to Lender and (ii) to the extent that a Non-
Consolidation Opinion was previously delivered, to the extent that such New Manager is an Affiliated Manager, if requested in
writing by Lender, Borrower shall deliver to Lender a New Non-Consolidation Opinion with respect to such New Manager and new
management agreement.


 


(i)
To the extent Lender has any approval or consent rights under this Section 4.15 with
respect to a replacement Manager, any reasonable out-of-pocket costs expended by Lender pursuant to this Section 4.15
shall bear interest at the Default Rate from the date that is ten (10) Business Days after Lender demands payment from
Borrower for the same (provided the same have not already been paid) to the date of payment to Lender, shall be deemed to
constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and
shall be immediately due and payable upon demand by Lender therefor.


 


Section 4.16.     Payment for
Labor and Materials.


 


(a)   
Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for
labor, materials, and specifically fabricated materials incurred by Borrower in connection with the Property (any such bills and
costs, a “Work Charge”), the failure of which to pay could reasonably be expected to have a Material Adverse
Effect.


 


(b)    Borrower,
at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due
diligence, the validity of any Work Charge, the applicability of any Work Charge to Borrower or to the Property or any
alleged non-payment of any Work Charge and defer paying the same, provided that (i) no Event of Default has occurred
and is continuing; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any
instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted
in accordance with all applicable Legal Requirements; (iii) neither the Property nor any part thereof or interest therein
will be in imminent danger of being sold, forfeited, terminated, cancelled or lost nor shall there be any risk of the lien of
the Security Instrument being primed by any lien as a result of such Work Charge; (iv) Borrower shall promptly upon final
determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid;
(v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower shall have paid
the same (or shall have caused the same to be paid) under protest; and (vi) if the amount in dispute exceeds $150,000 with
respect to any individual matter or $1,000,000 in the aggregate, Borrower shall provide evidence reasonably acceptable to
Lender that such liabilities have been satisfactorily bonded over with third parties or Borrower shall furnish (or cause to
be furnished) such security as may be (A) required in the proceeding or (B) if no such security is so required, reasonably
requested by Lender, in each case to insure payment of such Work Charge, together with all interest and penalties payable in
connection therewith, provided such amount under clause (B) shall not be greater than one hundred percent
(100%) of the maximum amount reasonably expected by Lender to be payable in the event such contest is unsuccessful. Lender
may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the reasonable
judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or
any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or
there shall be any danger of the lien of the Security Instrument being primed by any lien as a result of such Work
Charge.


 






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Section
4.17.     Performance of Other Agreements. Borrower shall observe and perform in all material respects each and every material
term to be observed or performed by Borrower pursuant to the terms of any agreement or recorded instrument binding upon or applicable
to the Property (or any portion thereof), or given by Borrower to Lender for the purpose of further securing the Debt and any amendments,
modifications or changes thereto to the extent the failure to observe and perform any of the foregoing would have a Material Adverse
Effect.


 


Section
4.18.     Debt Cancellation. Borrower shall not cancel or otherwise forgive or release any claim or debt (other than termination
of Leases in accordance herewith) owed to Borrower by any Person, except for adequate consideration and in the ordinary course
of Borrower’s business, except to the extent such cancellation, forgiveness or release would not have a Material Adverse
Effect.


 


Section 4.19.     ERISA.


 


(a)   
Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder
(or the exercise by Lender of any of its rights hereunder or under the other Loan Documents) to be a non-exempt prohibited transaction
under ERISA that could reasonably be expected to result in material liability to the Borrower.


 


(b)   
 Borrower further covenants and agrees to annually deliver to Lender such certifications or other evidence throughout the
term of the Security Instrument, to the extent reasonably requested by Lender, that (i) Borrower is not an “employee benefit
plan” as defined in Section 3(3) of ERISA, or other retirement arrangement, which is subject to Title I of ERISA or Section
4975 of the IRS Code, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) transactions with
Borrower hereunder or under the other Loan Documents are not in violation of state statutes regulating investments and fiduciary
obligations with respect to governmental plans; and (iii) one or more of the following circumstances is true:


 


(A)            
Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. § 2510.3-101(b)(2);


 


(B)             
Less than twenty-five percent (25%) of the value of each outstanding class of equity interests in Borrower are held by “benefit
plan investors” within the meaning of 29 C.F.R.§ 2510.3-101(f)(2), as modified by Section 3(42) of ERISA; or


 


(C)             
Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning
of 29 C.F.R § 2510.3-101(c) or (e) or an investment company registered under The Investment Company Act of 1940, as amended.


 


(c)   
Borrower shall not maintain, sponsor, contribute to or become obligated to contribute to any Plan. Borrower will not, so
as to result, directly or indirectly, in any material liability to Borrower, (i) engage, and will exercise its best efforts not
to permit any of its ERISA Affiliates to engage, in any prohibited transaction (within the meaning of ERISA Section 406 or IRS
Code Section 4975) for which an exemption is not available or has not previously been obtained from the United States Department
of Labor, (ii) fail to meet the minimum funding standard set forth in Section 302(a) of ERISA and Section 412(a) of the IRS Code
with respect to any Pension Plan other than a Multiemployer Plan, (iii) fail to make any payments to a Multiemployer Plan that
Borrower or any ERISA Affiliate may be required to make under the agreement relating to such Multiemployer Plan or any law pertaining
thereto, (iv) terminate any Pension Plan, or (v) permit to exist any occurrence of any reportable event described in Title IV of
ERISA with respect to any Pension Plan, other than an event for which the thirty (30) day notice requirements have been waived
by regulations. Borrower shall notify Lender promptly if it becomes aware that any of the foregoing clauses in this paragraph becomes
untrue.


 


Section
4.20.     No Joint Assessment. Borrower shall not suffer, permit or initiate the joint assessment of the Property with (a) any
other real property constituting a tax lot separate from the Property, or (b) any portion of the Property which may be deemed to
constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property
shall be assessed or levied or charged to the Property.


 






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Section
4.21.     Alterations. Lender’s prior approval (not to be unreasonably withheld, conditioned or delayed (other than in
the case of an alteration that is reasonably likely to have a Material Adverse Effect)) shall be required in connection with
any alterations to any Improvements (a)   that are
reasonably likely to have a Material Adverse Effect, (b) the cost of which (including any related alteration, improvement or
replacement) is reasonably anticipated to exceed the Alteration Threshold, or (c) that affect the structural integrity of the
Improvements; provided that Lender’s consent shall not be required for alterations that are (1) Required Repairs
or alterations required for life/safety purposes or required by applicable law, (2) decorative work performed in the ordinary
course of Borrower’s business, (3) those items set forth on Schedule XI attached hereto or any other alteration by
Borrower or a Tenant pursuant to an existing Lease or a Lease entered into in accordance with the terms of this Agreement,
(4) performed in connection with the Restoration of the Property after the occurrence of a Casualty or Condemnation in
accordance with the terms and provisions of this Agreement, (5) specifically provided for in an Approved Annual Budget to the
extent such budget has been approved (or deemed approved) by Lender during a Trigger Period, or (6) otherwise consented to by
Lender (the alterations described in clauses (1) through (6), the “Approved Alterations”).
To the extent that the Deemed Approval Requirements are fully satisfied in connection with a Borrower request for such
consent in accordance with the foregoing sentence and Lender thereafter fails to respond, such Person’s approval shall
be deemed given. If the total unpaid amounts incurred and to be incurred with respect to any alterations (other than the
Approved Alterations) to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly, upon
Lender’s request, deliver to Lender as security for the payment of such amounts in excess of the Alteration Threshold
and as additional security for Borrower’s obligations under the Loan Documents any of the following: (i) cash, (ii)
U.S. Obligations, (iii) other security reasonably acceptable to Lender (provided that, if such alteration occurs after
a Securitization, Lender shall have received a Rating Agency Confirmation as to the form and issuer of same), or (iv) a
completion bond reasonably acceptable to Lender (provided that, if such alteration occurs after a Securitization,
Lender shall have received a Rating Agency Confirmation as to the form and issuer of same); provided, however,
Lender shall not require any additional security if Guarantor has executed a guaranty reasonably acceptable to Lender with
respect to the amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such
alterations to the Improvements over the Alteration Threshold; provided further, however, Borrower shall elect
either (selection of which option shall be at Borrower’s election) to (x) post such security with Lender or (y) provide
the foregoing guaranty. Any such security provided to Lender will be released on a percentage basis equal to Borrower’s
completion of the alteration for which the security was provided.


 


Section 4.22.     Parking Management
Agreements.


 


(a)    Borrower
shall (i) diligently and promptly perform, observe and enforce all of the material terms, covenants and conditions of the
Parking Management Agreement and the Parking Structure Management Agreement on the part of Borrower to be performed, observed
and enforced, (ii) promptly notify Lender of any default (other than those of a de minimis nature) under the Parking
Management Agreement or Parking Structure Management Agreement of which Borrower is aware; (iii) [reserved]; (iv) promptly
give notice to Lender of any written notice or credible information that Borrower receives which indicates that Parking
Manager is terminating the Parking Management Agreement or Parking Structure Management Agreement or that Manager is
otherwise discontinuing its services at the Property; and (v) promptly enforce the performance and observance of all of the
covenants (other than those of a de minimis nature) required to be performed and observed by Parking Manager or any
other Person under the Parking Management Agreement and Parking Structure Management Agreement.


 


(b)   
Borrower shall not, without the prior written consent of Lender (not to be unreasonably withheld, conditioned or delayed),
except in accordance with Sections 4.22(e) and (g) below, (i) surrender, terminate or cancel the Parking Management
Agreement or Parking Structure Management Agreement; (ii) consent to any assignment of the Parking Manager’s interest under
the Parking Management Agreement or Parking Structure Management Agreement; (iii) replace Parking Manager or enter into any other
management agreement with respect to parking services at the executive garage at the Property; (iv) increase or consent to the
increase of the management fees or any other material fees or charges under the Parking Management Agreement or Parking Structure
Management Agreement; or (v) otherwise modify, change, alter or amend, in any material respect, or waive or release any of its
material rights and remedies under, the Parking Management Agreement or Parking Structure Management Agreement in any material
respect.


 






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(c)   
During the continuance of an Event of Default under the Loan Documents, without limiting the generality of the other provisions
of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right,
but shall be under no obligation, to pay any sums and to perform any act or take any action reasonably necessary to cause all the
terms, covenants and conditions of the Parking Management Agreement and the Parking Structure Management Agreement on the part
of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights
of Borrower in, to and under the Parking Management Agreement and the Parking Structure Management Agreement shall be kept unimpaired
and free from default. Upon prior written notice to Borrower, Lender and any Person designated by Lender shall have, and are hereby
granted, the right to enter upon the Property during the continuance of an Event of Default for the purpose of taking any such
action. If Parking Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Parking Management
Agreement or the Parking Structure Management Agreement, such notice shall constitute full protection to Lender for any action
taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall not permit Parking Manager to sub-contract
to a third party (other than an Affiliate) any or all of its management responsibilities under the Parking Management Agreement
or Parking Structure Management Agreement except to a Qualified Parking Manager.


 


(d)   
Borrower shall, from time to time, use commercially reasonable efforts to obtain from Parking Manager such certificates
of estoppel with respect to compliance by Borrower with the terms of the Parking Management Agreement as may be requested by Lender,
provided that Borrower shall not be required to deliver such certificates more frequently than one (1) time in any calendar
year (except that prior to a Securitization of the entire Loan, Borrower will use such efforts to deliver up to two (2) such certificates
in any calendar year).


 


(e)    In
the event that the Parking Management Agreement is scheduled to expire at any time during the term of the Loan, then, unless
the Parking Management Agreement is subject to automatic renewals without any action to be taken on the part of any Person
(and the Parking Management Agreement is in fact automatically extended) Borrower shall submit to Lender by no later than
thirty (30) days prior to such expiration an extension of the Parking Management Agreement or a draft replacement management
agreement for approval in accordance with the terms and conditions hereof.


 


(f)   
Borrower shall have the right to replace Parking Manager and either consent to the assignment of Parking Manager’s
rights under the Parking Management Agreement and/or Parking Structure Management Agreement or enter into a Qualified Parking Management
Agreement with such replacement Parking Manager, in each case, to the extent that (i) no Event of Default has occurred and is continuing,
(ii) Lender receives, in the case of an assignment to a Parking Manager who is not an Affiliated Parking Manager, at least thirty
(30) days’ and, in the case of an assignment to an Affiliated Parking Manager, at least fifteen (15) days’ prior written
notice of the same, (iii) the applicable new Parking Manager is a Qualified Parking Manager engaged pursuant to a Qualified Parking
Management Agreement (or Lender otherwise consents (not to be unreasonably withheld, conditioned or delayed) to such replacement
new Parking Manager) and (iv) satisfaction of clause (h) of this Section 4.22.


 


(g)   
Without limitation of the foregoing, if the Parking Management Agreement is terminated or expires (including, without limitation,
pursuant to the Assignment of Parking Management Agreement), ceases to be in full force or effect or is for any other reason no
longer in effect (including, without limitation, in connection with any Sale or Pledge), then Lender may require Borrower to engage,
in accordance with the terms and conditions set forth herein and in the Assignment of Parking Management Agreement, a new parking
manager to perform the services previously performed by the Parking Manager, which such new parking manager shall become the “Parking
Manager” pursuant to this agreement and any such replacement parking management agreement approved by Lender shall become
the “Parking Management Agreement” hereunder.


 


(h)   
As conditions precedent to any engagement of a new parking manager hereunder, (i) such new parking manager and Borrower
shall execute an assignment of parking management agreement in form and substance substantially similar to the Assignment of Parking
Management Agreement or otherwise reasonably acceptable to Lender and (ii) to the extent that a Non-Consolidation Opinion was previously
delivered, to the extent that such new parking manager is an Affiliate of Borrower, if requested in writing by Lender, Borrower
shall deliver to Lender a New Non-Consolidation Opinion with respect to such new parking manager and new parking management agreement.


 






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Section 4.23.
    Appraisals. Lender shall have the right to obtain a new or updated Appraisal of the Property (and/or any portions thereof)
from time to time. Borrower shall cooperate with Lender in this regard, provided, however, only if the appraisal
is obtained at such time as an Event of Default exists shall Borrower pay for any such appraisal upon Lender’s request.


 


Section 4.24.     Collective
Bargaining Agreements.


 


(a)   
 Promptly upon Borrower’s receipt of the same, Borrower shall provide Lender with copies of the following: (i) any
notice from any Multiemployer Plan to which Borrower or Manager is obligated to contribute that such Multiemployer Plan is determined
to be in critical or endangered status, and (ii) any notice or demand to Borrower or Manager from any Multiemployer Plan regarding
Borrower’s or Manager’s actual or potential withdrawal liability under such Multiemployer Plan.


 


(b)   
To the extent required pursuant to the terms of any CBA, Borrower shall comply, and shall require the Manager (or any New
Manager, if applicable) to comply, in all material respects with such agreements. Without limiting the foregoing, Borrower shall
not, and shall ensure that Manager (or any New Manager, if applicable) does not, incur any material withdrawal liability under
any CBA or any other agreement with any labor union.


 


Section 4.25.     [Intentionally
Omitted].


 


Section
4.26.     CFIUS Covenants. With respect to the Property, Borrower shall (and shall cause each direct or indirect constituent owner
that is controlled by or under common control with Borrower to) comply with any applicable obligation under the CFIUS Laws. Moreover,
during the term of this Agreement, Borrower agrees not to engage in any transaction with respect to the Property that would be
subject to CFIUS jurisdiction (including, but not limited to, selling any ownership interest in the Property to another party)
unless and until approved by Lender.


 


Section 4.27.     [Intentionally
Omitted.]


 


Section 4.28.     Ernst & Young Plaza Integration
Agreements.


 


(a)    Lender
hereby acknowledges and agrees that, notwithstanding anything to the contrary contained in this Agreement or any other Loan
Document, in connection with the integration of the Property with the remainder of the Ernst & Young Plaza Development,
the Property is subject to the Ernst & Young Plaza Integration Agreements. Subject to the terms of this Section
4.28, Borrower may, without Lender’s prior approval, enter into, amend, restate, supplement or otherwise modify and
record the Ernst & Young Plaza Integration Agreements and modifications and/or amendments to the Ernst & Young Plaza
Integration Agreements so long as each such modification and/or amendment does not (i) if and to the extent any such
agreements contain a cost sharing allocation among the Ernst & Young Plaza Owners, increase Borrower’s
proportionate share of costs or expenses under any Ernst & Young Plaza Integration Agreement by more than a de
minimis extent, (ii)   adjust or modify the
method of allocating revenues and expenses among the Ernst & Young Plaza Owners from the allocations in effect as of the
Closing Date in a manner that increases Borrower’s proportionate share of costs or expenses or decreases
Borrower’s proportionate share of revenues by more than a de minimis extent, (iii) adversely modify any rights
or protections afforded to mortgagees or mezzanine lenders under any Ernst & Young Plaza Integration Agreement, (iv)
modify or amend any provisions related to insurance in a manner that would (A) decrease insurance coverage under any Ernst
 & Young Plaza Integration Agreement or (B) modify any provisions relating to allocation of insurance proceeds or
responsibility between the parties thereto, (v) modify or amend any provisions related to restoration following a Casualty or
Condemnation in any manner which would increase Borrower’s obligations or decrease Borrower’s benefits
thereunder, (vi) modify or amend any provisions in a manner which would reduce or diminish the approval rights of Borrower
over any matter set forth in the applicable Ernst & Young Plaza Integration Agreement, or (vii) otherwise have a Material
Adverse Effect. Within five (5) Business Days following any modification and/or amendment to the Ernst & Young Plaza
Integration Agreements, Borrower shall deliver to Lender a copy of such amendment and/or modification together with a
certification from an authorized signatory or officer that such modification and/or amendment complies with the terms of this
Agreement. Notwithstanding the foregoing or anything to the contrary contained herein, Borrower shall be permitted to amend
or terminate the Owner’s REA and Sub-REA, subject to, and in accordance with, the terms of Schedule VI attached
hereto (an “Amended REA”).


 






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(b)   
In addition to Lender’s other consent rights as specified in this Agreement, unless the following actions are required
to effect a matter expressly required by Legal Requirements, Borrower shall not exercise any other material approval, consent or
voting right to which it is entitled under the Ernst & Young Plaza Integration Documents, that would reasonably be expected
to result in a Material Adverse Effect or otherwise increase Borrower’s obligations or diminish its rights under any Ernst
 & Young Plaza Integration Document, in each case, without obtaining Lender’s prior written consent, which consent shall
not be unreasonably withheld, conditioned or delayed.


 


(c)   
Upon Lender’s request, Borrower shall, or shall cause its applicable Affiliates to provide any notice and satisfy
any other requirements, including, without limitation, annual reporting requirements, that Borrower or such Affiliate is required
to satisfy under each Ernst & Young Plaza Integration Agreement, other Permitted Encumbrances or any other Material Agreement
entered into by Borrower or its Affiliates encumbering the Property, in each case, in order for Lender to obtain and maintain any
mortgagee rights and protections available to a mortgagee under such documents.


 


(d)   
Borrower shall (i) pay all sums required to be paid by Borrower under each Ernst & Young Plaza Integration Agreement,
(ii) diligently perform and observe in all material respects all of the terms, covenants and conditions of each Ernst & Young
Plaza Integration Agreement on the part of Borrower and diligently enforce in a commercially reasonable manner all of the material
terms, covenants and conditions of each Ernst & Young Plaza Integration Agreement, and (iii) promptly notify Lender of the
receipt of (and deliver to Lender a true copy of) any written notice from any third party under any Ernst & Young Plaza Integration
Agreement of any material default by Borrower thereunder. Borrower shall not, without the prior consent of Lender, which consent
shall not be unreasonably withheld, conditioned or delayed, surrender any material right under any Ernst & Young Plaza Integration
Agreement or terminate or cancel any Ernst & Young Plaza Integration Agreement, in each case, that could reasonably be expected
to have a Material Adverse Effect, except in connection with an Amended REA pursuant to Section 4.28(a) above.


 


(e)   
 All actions taken by Lender in connection with this Section 4.28, including, without limitation, the review, approval
and/or negotiation of any Ernst & Young Plaza Integration Agreement, shall be at the sole cost and expense of Borrower.


 


Section
4.29.     Material Agreements. Borrower shall duly and punctually perform and comply with any and all material representations,
warranties, covenants and agreements expressed as binding upon Borrower under any Material Agreement to which Borrower is a party
or is bound. Borrower shall not, without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed,
enter into any new Material Agreement or execute material adverse modifications to any then existing Material Agreements. To the
extent the Deemed Approval Requirements are fully satisfied in connection with a Borrower request for such consent in accordance
with the foregoing sentence and Lender thereafter fails to respond, Lender’s approval shall be deemed given with respect
to the matter for which approval was requested.


 






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ARTICLE 5.


 


ENTITY COVENANTS


 


Section 5.1.
    Single Purpose Entity/Separateness.


 


(a)   
Borrower will not do, and hereby represents and warrants to Lender that it has not done since the date of its formation,
any of the following:


 


(i)   
except with respect to the Previously-Owned Property, engage in any business or activity other than the ownership, operation,
management, leasing, improvement and/or maintenance of the Property and activities incidental thereto. Borrower has been, is and
will be organized for the purpose of ownership, operation, management, leasing, improvement and/or maintenance of the Property
(and, previously, the Previously-Owned Property), and was organized for the purpose of investing the equity capital that was contributed
to Borrower by the sole member of Borrower at such time in compliance with the provisions of this Article 5, and activities
incidental thereto. No equity capital was raised by Borrower other than equity capital that was contributed by its sole member.
For the avoidance of doubt, there has been no direct or indirect commercial activity by Borrower or a person or entity acting on
its behalf to procure the transfer or commitment of capital by the sole member of Borrower for the purpose of investing it in accordance
with the provisions of this Article 5;


 


(ii)   
acquire or own any assets other than the Property (except with respect to the Previously-Owned Property) and such incidental
Personal Property as may be (or may have been) necessary for the ownership, leasing, improvement, maintenance, development, construction
and/or operation of the Property and activities related or incidental thereto;


 


(iii)   divide
or otherwise engage in or permit any Division or have the power to engage in or permit any Division, merge into or
consolidate with any Person, or, to the fullest extent permitted by law, dissolve, terminate, liquidate in whole or in part,
transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, other than, in each
case, such activities as are contemplated or permitted pursuant to any provision of this Agreement or of any of the other
Loan Documents;


 


(iv)   fail to observe all organizational formalities, or fail to preserve its existence as an entity duly organized, validly existing
and in good standing (if applicable) under the applicable Legal Requirements of the jurisdiction of its organization or formation,
and will not, without the prior written consent of Lender, amend (except as otherwise expressly permitted hereunder), modify, terminate
or fail to comply with the provisions of its organizational documents;


 


(v)   
own any subsidiary, or make any investment in, any Person (other than, with respect to any SPE Component Entity, in the
Borrower);


 


(vi)   commingle its funds or assets with
the funds or assets of any other Person;


 


(vii)
incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (A)
the Debt, (B) indebtedness incurred prior to the Closing Date in connection with the ownership, development, construction
and/or operation of the Property that has been indefeasibly repaid in full or is otherwise no longer owed by Borrower
(contingent or otherwise), (C) trade and operational indebtedness incurred in the ordinary course of business with trade
creditors, provided with respect to any indebtedness incurred from and after the Closing Date, such indebtedness is
(1) unsecured, (2) not evidenced by a note, (3) on commercially reasonable terms and conditions, and (4) subject to
Borrower’s right to contest in accordance with the Loan Documents, due not more than ninety(90) days past the date
incurred and paid on or prior to such date, (D) Permitted Equipment Leases and/or (E) any obligations under Permitted
Encumbrances; provided however, (1) the aggregate amount of the outstanding indebtedness described in clauses
(C) and (D) shall not exceed at any time five percent (5%) of the Outstanding Principal Balance and (2) the
foregoing shall not require any direct or indirect member, partner or shareholder of Borrower to make any additional direct
or indirect capital contributions to Borrower (or prevent them from doing the same). No Indebtedness other than the Debt may
be secured (senior, subordinate or pari passu) by the Property;


 






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(viii)   fail
to maintain all of its books of account, records, financial statements, accounting records, other entity documents and bank
accounts separate and apart from those of any other Person (including, without limitation, any Affiliates). None of
Borrower’s assets have been or will be listed as assets on the financial statement of any other Person; provided, however,
that, notwithstanding the foregoing, Borrower’s assets may be included in a consolidated and/or combined financial
statement of its Affiliates provided that: (1) appropriate notation shall be made on such consolidated financial
statements to indicate the separateness of Borrower from such Affiliates and to indicate that Borrower’s assets and
credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (2) such
assets shall be listed on Borrower’s own separate balance sheet. Borrower has maintained and will maintain its books of
account, records, financial statements, accounting records, other entity documents, resolutions and agreements as official
records;


 


(ix)   
enter into any transaction, contract or agreement with any member, principal or Affiliate except (i) (A) agreements entered
into prior to the date hereof which are no longer in effect and (B) as may have been approved in writing by Lender in its sole
and absolute discretion (and, for the avoidance of doubt, the Ernst & Young Plaza Integration Agreements, the Parking Management
Agreement, the Parking Structure Management Agreement, and the Management Agreement have been approved by Lender on or prior to
the date hereof) and (ii) in the ordinary course of business and upon terms and conditions that are intrinsically fair, commercially
reasonable and substantially similar to those that would be available on an arm’s-length basis with unaffiliated third parties;


 


(x)   
maintain its assets in such a manner that it will make it costly or difficult to segregate, ascertain or identify its individual
assets from those of any other Person;


 


(xi)   
assume or guaranty the debts or obligations of any other Person, hold itself out to be responsible for the debts or obligations
of any other Person, or otherwise pledge its assets or credit for the benefit of any other Person or hold out its assets or credit
as being available to satisfy the debts or obligations of any other Person;


 


 (xii)    make any loans to any Persons;




 


(xiii)  
fail to file its own income and other material tax returns separate from those of any other Person (unless prohibited by
applicable Legal Requirements from doing so or except to the extent Borrower is treated as a “disregarded entity” for
tax purposes and is not required to file such tax returns under applicable Legal Requirements) and pay any taxes so required to
be paid by Borrower under applicable Legal Requirements (to the extent there is sufficient cash flow from the Property to do so);


 


(xiv)  
fail to (A) hold itself out to the public and identify itself, in each case, as a legal entity separate and distinct from
any other Person and not as a division, department or part of any other Person, (B) conduct its business solely in its own name,
(C) hold its assets solely in its own name or (D) correct any known misunderstanding regarding its separate identity;


 


(xv)   fail
to intend to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and
character and in light of its contemplated business operations (to the extent there exists sufficient cash flow from the
Property to do so and Lender permits such cash flow to be applied for such purposes (or to the extent funds have been
reserved for such purpose and Lender elects not to apply such amounts towards such purposes or to the extent Borrower’s
lack of access to cash flow from the Property is a result of Lender’s exercise of remedies with respect to such cash
flow)); provided, however, that no Person shall be required to make (or prohibited from making) any direct or
indirect additional capital contributions or loans to Borrower in order to comply with the foregoing;


 






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(xvi)  
without the prior unanimous written consent of all of its members, the prior unanimous written consent of its board of directors
or managers, as applicable, and the prior written consent of each Independent Manager (regardless of whether such Independent Manager
is engaged at the Borrower or SPE Component Entity level), (a) file or consent to the filing of any petition, either voluntary
or involuntary, to take advantage of any Creditors Rights Laws, (b) seek or consent to the appointment of a receiver, liquidator
or any similar official unless such appointment is sought by Lender, (c) take any action that could reasonably be expected to cause
such entity to become insolvent, (d) make an assignment for the benefit of creditors or (e) take any Material Action with respect
to Borrower or any SPE Component Entity (provided, that, none of any member or shareholder (as applicable) of Borrower or
any SPE Component Entity or any board of directors or managers (as applicable) of Borrower or any SPE Component Entity may vote
on or otherwise authorize the taking of any of the foregoing actions unless, in each case, there is at least one (1) Independent
Manager then serving in such capacity in accordance with the terms of the applicable organizational documents and each Independent
Manager has consented to such foregoing action);


 


(xvii)  
fail to allocate fairly and reasonably shared expenses with its Affiliates (including, without limitation, shared office
space), provided that failure to fairly and reasonably allocate any such shared expenses due to insufficient revenues available
to Borrower from the Property shall not violate this provision, or fail to use separate stationery, invoices and checks bearing
its own name (or, for so long as the Manager is acting on behalf of Borrower, the name of the Manager as agent on behalf of Borrower);


 


(xviii)  
fail to intend to remain solvent and pay its own liabilities (including, without limitation, salaries of its own employees,
if any) only from its own funds or assets or fail to maintain a sufficient number of employees (if any) in light of its contemplated
business operations (in each case to the extent there exists sufficient cash flow from the Property to do so and Lender permits
such cash flow to be applied for such purposes (or to the extent funds have been reserved for such purpose and Lender elects not
to apply such amounts towards such purposes or Borrower’s lack of access to cash flow from the Property is a result of Lender’s
exercise of remedies with respect to such cash flow)); provided, however, that no Person shall be required to make
(or prohibited from making) any direct or indirect additional capital contributions or loans to Borrower or any SPE Component Entity
in order to comply with the foregoing;


 






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(xix)    acquire obligations or securities of its members or other Affiliates, as applicable other than, with respect to any SPE
Component Entity, its interest in the Borrower;


 


(xx)     identify its members or other Affiliates, as applicable, as a division, department or part of it;


 


(xxi)    violate
or cause to be violated the assumptions made with respect to Borrower and its principals in the Non-Consolidation Opinion or in
any New Non- Consolidation Opinion;


 


(xxii)    hold itself out as having agreed to pay indebtedness incurred by any Affiliate;


 


(xxiii)   other
than pursuant to the Environmental Indemnity and the Guaranty, hold out the assets or credit of any Affiliate as being available
to satisfy any of its debts or obligations; or


 


(xxiv)   allow
an Affiliate to act in its name, to the extent of its power to do so (except for services rendered under a Management Agreement
with an Affiliated Manager so long as the Affiliated Manager holds itself out as acting on behalf of the Borrower).


 


(b)    If
Borrower is a partnership or limited liability company (other than an Acceptable LLC), each general partner (in the case of a
partnership) or at least one member (in the case of a limited liability company) of Borrower, as applicable, shall be an
Acceptable LLC (each, an “SPE Component Entity”) whose sole asset is its interest in Borrower. Each SPE
Component Entity (i) will at all times comply with each of the covenants, terms and provisions contained in Sections
5.1(a)(iii) – (vi) (inclusive), Sections 5.1(a)(viii) – (xxiv) (inclusive), and Sections
5.1(c) and (d) hereof, as if such representation, warranty or covenant was made directly by such SPE Component
Entity; (ii)  will not engage in any business or activity other than owning an interest in Borrower;( iii) will not
acquire or own any assets other than its partnership, membership, or other equity ownership interest in Borrower; (iv) will
at all times continue to own no less than a 0.5% direct equity ownership interest in Borrower; (v) will not incur any debt,
secured or unsecured, direct or contingent (including guaranteeing any obligation); and (vi) will cause Borrower to comply
with the provisions of this Section 5.1.


 






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(c)    In
the event Borrower or any SPE Component Entity is an Acceptable LLC, the limited liability company agreement of Borrower or
such SPE Component Entity (as applicable) (the “LLC Agreement”) shall provide that (i) upon the occurrence
of any event that causes the last remaining member of Borrower or such SPE Component Entity (as applicable)
(“Member”) to cease to be the member of Borrower or such SPE Component Entity (as applicable) (other than
upon continuation of Borrower or such SPE Component Entity (as applicable) without dissolution upon (A) an assignment by
Member of all of its limited liability company interest in Borrower or such SPE Component Entity (as applicable) and the
admission of the transferee in accordance with the Loan Documents and the LLC Agreement or (B) the resignation of Member and
the admission of an additional member of Borrower or such SPE Component Entity (as applicable) in accordance with the terms
of the Loan Documents and the LLC Agreement), each person acting as Independent Manager of Borrower or such SPE Component
Entity (as applicable) shall, without any action of any other Person and simultaneously with the Member ceasing to be the
member of Borrower or such SPE Component Entity (as applicable) automatically be admitted to Borrower or such SPE Component
Entity (as applicable) as a member with a zero percent (0%) economic interest (“Special Member”) and shall
continue Borrower or such SPE Component Entity (as applicable) without dissolution, and (ii) Special Member may not resign
from Borrower or such SPE Component Entity (as applicable) or transfer its rights as Special Member unless (A) a successor
Special Member has been admitted to Borrower or such SPE Component Entity (as applicable) as a Special Member in accordance
with requirements of Delaware law and (B) after giving effect to such resignation or transfer, there remains at least one (1)
Independent Manager of such SPE Component Entity or Borrower (as applicable) in accordance with Section 5.2 below. The
LLC Agreement shall further provide that (v) Special Member shall automatically cease to be a member of Borrower or such SPE
Component Entity (as applicable) upon the admission to Borrower or such SPE Component Entity (as applicable) of the first
substitute member, (w) Special Member shall be a member of Borrower or such SPE Component Entity (as applicable) that has no
interest in the profits, losses and capital of Borrower or such SPE Component Entity (as applicable) and has no right to
receive any distributions of the assets of Borrower or such SPE Component Entity (as applicable), (x) pursuant to the
applicable provisions of the limited liability company act of the State of Delaware (the “Act”), Special
Member shall not be required to make any capital contributions to Borrower or such SPE Component Entity (as applicable) and
shall not receive a limited liability company interest in Borrower or such SPE Component Entity (as applicable), (y) Special
Member, in its capacity as Special Member, may not bind Borrower or such SPE Component Entity (as applicable) and (z) except
as required by any mandatory provision of the Act, Special Member, in its capacity as Special Member, shall have no right to
vote on, approve or otherwise consent to any action by, or matter relating to, Borrower or such SPE Component Entity (as
applicable) including, without limitation, the merger, Division, consolidation or conversion of Borrower or such SPE
Component Entity (as applicable); provided, however, such prohibition shall not limit the obligations of
Special Member, in its capacity as Independent Manager, to vote on such matters required by the LLC Agreement. In order to
implement the admission to Borrower or such SPE Component Entity (as applicable) of Special Member, each Independent Manager
shall execute a counterpart to the LLC Agreement. Prior to its admission to Borrower or such SPE Component Entity (as
applicable) as Special Member, an Independent Manager shall not be a member of Borrower or such SPE Component Entity (as
applicable).


 






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(d)    In
the event Borrower or any SPE Component Entity is an Acceptable LLC, the LLC Agreement shall further provide that (i) upon
the occurrence of any event that causes the Member to cease to be a member of Borrower or such SPE Component Entity (as
applicable) or that causes the last remaining member of Borrower or such SPE Component Entity to cease to be a member of
Borrower or such SPE Component Entity (other than upon continuation without dissolution upon (A) an assignment by the Member
of all of its limited liability company interest in Borrower or such SPE Component Entity and the admission of the transferee
in accordance with this Agreement and the LLC Agreement, or (B) the resignation of the member and the admission of an
additional member of the Borrower or such SPE Component Entity in accordance with the terms of this Agreement and the LLC
Agreement) to the fullest extent permitted by law, the personal representative of such member shall, within ninety (90) days
after the occurrence of the event that terminated the continued membership of such member in Borrower or such SPE Component
Entity (as applicable) agree in writing (A) to continue Borrower or such SPE Component Entity (as applicable) and (B) to the
admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower
or such SPE Component Entity (as applicable) effective as of the occurrence of the event that terminated the continued
membership of such member in Borrower or such SPE Component Entity (as applicable), (ii) any action initiated by or brought
against Member or Special Member under any Creditors Rights Laws shall not cause Member or Special Member to cease to be a
member of Borrower or such SPE Component Entity (as applicable) and upon the occurrence of such an event, the business of
Borrower or such SPE Component Entity (as applicable) shall continue without dissolution and (iii) each of Member and Special
Member waives any right it might have to agree in writing to dissolve Borrower or such SPE Component Entity (as applicable)
upon the occurrence of any action initiated by or brought against Member or Special Member under any Creditors Rights Laws,
or the occurrence of an event that causes Member or Special Member to cease to be a member of Borrower or such SPE Component
Entity (as applicable).


 


Section
5.2.   Independent Manager.


 


(a)    The
organizational documents of Borrower (to the extent Borrower is an Acceptable LLC) and each SPE Component Entity, as
applicable, shall provide that at all times there shall be at least one (1) duly appointed independent director or manager of
such entity (the “Independent Manager”) who shall (I) not have been at the time of such individual’s
initial appointment, and shall not have been at any time during the preceding five (5) years, and shall not be at any time
while serving as Independent Manager, (i) a shareholder (or other equity owner) of, or an officer, director (other than in
its capacity as Independent Manager), partner, member (other than as Special Member) or employee of, Borrower, the applicable
SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates, (ii) a customer
of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, Borrower, the
applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates, (iii)
a Person who Controls or is under common Control with any such shareholder, officer, director, partner, member, employee
supplier, customer or other Person, (iv) a member of the immediate family of any such shareholder, officer, director,
partner, member, employee, supplier, customer or other Person or (v) a trustee or similar Person in any proceeding under
Creditors Rights Laws involving Borrower, the applicable SPE Component Entity or any of their respective shareholders,
partners, members, subsidiaries or Affiliates; (II) have, at the time of its appointment, had at least three (3) years’
experience in serving as an independent director and (III) be employed by, in good standing with and engaged by Borrower or
the applicable SPE Component Entity in connection with, in each case, an Approved ID Provider. Notwithstanding the foregoing,
no Independent Manager shall also serve as an Independent Manager (as such term is defined in the Mezzanine Loan Agreement)
for Mezzanine Borrower or any Mezzanine SPE Component Entity. A natural person who satisfies the foregoing definition of the
 “Independent Manager” other than clause (I)(ii) shall not be disqualified from serving as an Independent
Manager of Borrower or any SPE Component Entity if such individual is an independent director, independent manager or special
manager provided by an Approved ID Provider that provides professional independent directors, independent managers and
special managers and also provides other corporate services in the ordinary course of its business.


 






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(b)    The
organizational documents of Borrower and each SPE Component Entity shall further provide that (I) the board of directors or
managers of Borrower and each SPE Component Entity (if any) and the constituent equity owners of such entities (constituent
equity owners, the “Constituent Members”) shall not take any action set forth in Section
5.1(a)(xvi) or any other action which, under the terms of any organizational documents of Borrower or any SPE Component
Entity, requires the vote of the Independent Manager unless, in each case, at the time of such action there shall be at least
one (1) Independent Manager engaged as provided by the terms hereof and such Independent Manager(s) vote in favor of or
otherwise consent to such action; (II) any resignation, removal or replacement of any Independent Manager shall not be
effective without (1) prior written notice to Lender and the Rating Agencies (which such prior written notice must be given
on the earlier of five (5) days or three (3) Business Days prior to the applicable resignation, removal or replacement) and
(2) evidence that the replacement Independent Manager satisfies the applicable terms and conditions hereof and of the
applicable organizational documents (which such evidence must accompany the aforementioned notice); (III) to the fullest
extent permitted by applicable law, including Section 18-1101(c) of the Act and notwithstanding any duty otherwise existing
at law or in equity, the Independent Managers shall consider only the interests of the Constituent Members and Borrower and
each SPE Component Entity (including Borrower’s and each SPE Component Entity’s respective creditors) in acting
or otherwise voting on the matters provided for herein and in Borrower’s and each SPE Component Entity’s
organizational documents (which such fiduciary duties to the Constituent Members and Borrower and each SPE Component Entity
(including Borrower’s and each SPE Component Entity’s respective creditors), in each case, shall be deemed to
apply solely to the extent of their respective economic interests in Borrower or the applicable SPE Component Entity (as
applicable) exclusive of (x) all other interests (including, without limitation, all other interests of the Constituent
Members), (y) the interests of other Affiliates of the Constituent Members, Borrower, and each SPE Component Entity and (z)
the interests of any group of Affiliates of which the Constituent Members, Borrower, or any SPE Component Entity is a part);
(IV) other than as provided in subsection (III) above, the Independent Managers shall not have any fiduciary duties to any
Constituent Members, any directors of Borrower or any SPE Component Entity or any other Person; (V) the foregoing shall not
eliminate the implied contractual covenant of good faith and fair dealing under applicable law; and (VI) to the fullest
extent permitted by applicable law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to
Borrower, any SPE Component Entity, any Constituent Member or any other Person for breach of contract or breach of duties
(including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct.


 






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Section
5.3. Change of Name, Identity or Structure. Neither Borrower nor any SPE Component Entity shall change (or permit to be changed)
its (a) name, (b) identity (including its trade name or names), (c) principal place of business as of the Closing Date or (d) Borrower’s
or any SPE Component Entity’s company, partnership or other structure or state of formation from a single member limited
liability company, without, in each case, notifying Lender of such change in writing at least thirty (30) days prior to the effective
date of such change and, in the case of a change in Borrower’s or any SPE Component Entity’s structure or state of
formation, without first obtaining the prior written consent of Lender and, if required by Lender, a Rating Agency Confirmation
with respect thereto; provided, however, that Borrower shall at all times be a Delaware single member limited liability
company. Borrower hereby authorizes Lender, prior to or contemporaneously with the effective date of any such change, to file any
financing statement or financing statement change required by Lender to establish or maintain the validity, perfection and priority
of the security interest granted herein or in any other Loan Document. At the request of Lender, Borrower or any SPE Component
Entity shall execute a certificate in form satisfactory to Lender listing the trade names under which such Person intends to operate
the Property, and representing and warranting that Borrower or the applicable SPE Component Entity does business under no other
trade name with respect to the Property.


 


Section
5.4. Business and Operations. Borrower will continue to engage in the businesses now conducted by it as and to the extent the
same are necessary for the ownership, maintenance, management, development, construction and operation of the Property. Borrower
will qualify to do business and will remain in good standing under the laws of the State and each other applicable jurisdiction
in which the Property is located, in each case, as and to the extent the same are required for the ownership, maintenance, management,
development, construction and operation of the Property.


 


Section
5.5. Recycled Entity. Borrower hereby represents and warrants to Lender that: (a)   Borrower
is and always has been duly formed, validly existing and in good standing in each State in which it has been formed or
existing, and in any other jurisdictions where it is qualified to do business; (b) Borrower has no judgments or liens of any
nature against it that are currently pending and that are reasonably expected to have a Material Adverse Effect; (c) Borrower
is in compliance in all material respects with all laws, regulations and orders applicable to it and Borrower has received
all permits necessary for it to operate and for which a failure to possess would reasonably be expected to have a Material
Adverse Effect; (d) there is no action, suit, proceeding or investigation currently pending or, to Borrower’s
knowledge, threatened in writing against Borrower in any court or by or before any other Governmental Authority which, if
adversely determined, is reasonably expected to result in a Material Adverse Effect with respect to Borrower; (e) Borrower is
not currently involved in any dispute with any taxing authority; (f) Borrower has paid or caused to be paid all real estate
taxes or payments in lieu thereof with respect to the Property prior to delinquency; (g) Borrower has provided Lender with
complete financial statements that reflect a fair and accurate view of the financial condition of the Property; (h) the most
recent Phase One environmental audit for the Property recommended no action; (i) Borrower has not been the product of, the
subject of, or otherwise involved in, in each case, any Division; and (j) Borrower has no contingent or actual obligations
under any agreement or instrument to which it is a party or by which it or the Property is otherwise bound (including,
without limitation, in connection with any Prior Loan), other than (i) obligations under any Permitted Encumbrances or
Leases, (ii) obligations incurred in the ordinary course of the operation of the Property, and (iii) obligations under the
Loan Documents.


 






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ARTICLE 6.


 


NO SALE OR ENCUMBRANCE


 


Section
6.1. Transfer Definitions. As used herein and in the other Loan Documents, “Restricted Party” shall mean
Borrower, Mezzanine Borrower, Guarantor, any SPE Component Entity, any Mezzanine SPE Component Entity, any Affiliated Manager,
or any shareholder, partner, member or non-member manager, or any direct or indirect legal or beneficial owner of Borrower, Mezzanine
Borrower, Guarantor, any SPE Component Entity, any Mezzanine SPE Component Entity, any Affiliated Manager, or any non-member manager;
and a “Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance,
pledge, assignment, grant of any options with respect to, or any other transfer or disposition of (directly or indirectly, voluntarily
or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) of a legal or beneficial
interest.


 


Section
6.2.  No Sale/Encumbrance.


 


(a)   
It shall be an Event of Default pursuant to Section 10.1(d) hereof if, without the prior written consent of Lender,
a Sale or Pledge of the Property or any part thereof or any legal or beneficial interest therein (including, without limitation,
the Loan and/or Loan Documents) occurs, a Sale or Pledge of an interest in any Restricted Party occurs (other than a Sale or Pledge
by a Person other than a Restricted Party of its interest in any Affiliated Manager), and/or Borrower shall acquire an interest
in any real property in addition to the interests owned by Borrower as of the Closing Date (each of the foregoing, collectively,
a “Prohibited Transfer”), other than as permitted pursuant to the express terms of this Article 6. For
the avoidance of doubt, and notwithstanding anything to the contrary herein, the following shall not be considered Prohibited Transfers:
(i) the granting of, amendment of, termination of, extension or renewal of, or any other similar action taken with respect to any
construction contract, Owner’s REA, Sub-REA, or other operations agreement, Permitted Encumbrances (including Permitted Easements)
or any other agreement to which Borrower is a party (without limiting Borrower’s obligations with respect to the same pursuant
to the terms and provisions of the Loan Documents), (ii) the settlement of any claim, dispute, litigation or regulatory proceeding
(without limiting Borrower’s obligations with respect to any such settlements pursuant to the terms and provisions of the
Loan Documents), (iii) the granting of, amendment of, termination of, extension or renewal of, or any other similar action taken
with respect to any Lease (without limiting Borrower’s obligations with respect to any Leases pursuant to the terms and provisions
of the Loan Documents) or (iv) the expenditure of funds by Borrower or any other Person (without limiting Borrower’s obligations
with respect to any such expenditures pursuant to the terms and provisions of the Loan Documents).


 






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(b)    A
Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell
the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a
substantial part of the Property for other than actual occupancy by a Tenant thereunder, or a sale, assignment or other
transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any
Rents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s
stock or the creation or issuance of new stock in one or a series of transactions or the grant of options, warrants or other
interests with respect to the stock of such corporation; (iv) if a Restricted Party is a limited or general partnership or
joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale
or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such
partnership interests or the creation or issuance of new limited partnership interests or the grant of options, warrants or
other interests with respect to the partnership interests in such partnership; (v) if a Restricted Party is a limited
liability company, any merger, Division, or consolidation or the change, removal, resignation or addition of a managing
member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any
member or any profits or proceeds relating to such membership interest or the grant of options, warrants or other interests
with respect to the membership interests in such limited liability company; (vi) if a Restricted Party is a trust or nominee
trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the
creation or issuance of new legal or beneficial interests in a Restricted Party or the revocation, rescission or termination
of a Restricted Party; (vii) [reserved]; (viii) any action for partition of the Property (or any portion thereof or interest
therein) or any similar action, in each case instituted or prosecuted by (or at the behest of) Borrower or consented to or
acquiesced in by Borrower, pursuant to any contractual agreement or other instrument or under applicable law (including,
without limitation, common law), and/or (ix) the incurrence of any property-assessed clean energy loans or similar
indebtedness with respect to Borrower and/or the Property, including, without limitation, if such loans or indebtedness are
made or otherwise provided by any Governmental Authority and/or secured or repaid (directly or indirectly) by any taxes or
similar assessments.


 


Section
6.3. Permitted Transfers. Notwithstanding anything to the contrary herein, the following transfers and events
(individually, a “Permitted Transfer” and collectively, the “Permitted Transfers”)
shall not be deemed Prohibited Transfers and shall not require the prior written consent of Lender, any other Person, or any
Rating Agency or require the payment of a fee: (a) a Sale or Pledge (but not a pledge or encumbrance) by devise or descent or
by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the
Sale or Pledge (but not a pledge or encumbrance), of the stock, partnership interests or membership interests (as the case
may be) in a Restricted Party (other than a direct interest in Borrower), (c) any issuance of “accommodation
shares” by (or any transfer of “accommodation shares” in) any direct or indirect owner of Mezzanine
Borrower that has elected (or intends to elect) to be treated as a REIT (for purposes of this provision, “accommodation
shares” shall mean up to $125,000 in preferred shares issued by such owner of Mezzanine Borrower to enable such owner
of Mezzanine Borrower to satisfy the 100 shareholder requirement under Section 856(a) of the IRS Code (or such greater amount
as hereinafter may be required under Section 856 of the IRS Code)), (d) the sale, pledge or issuance of shares of common
stock or equity in any Restricted Party that is a publicly traded entity, provided such shares of common stock or
equity, as applicable, are listed on the Toronto Stock Exchange, the New York Stock Exchange, NASDAQ, AMEX, London Stock
Exchange, Hong Kong Stock Exchange, Frankfurt Stock Exchange, Euronext, or Luxembourg Stock Exchange or another nationally
recognized stock exchange, (e) the pledge of any interest in Borrower in connection with the Mezzanine Loan and the exercise
of any rights or remedies Mezzanine Lender may have under the Mezzanine Loan Documents, and the pledge of any interest in
Borrower in connection with a Replacement Mezzanine Loan and the exercise of any rights or remedies Replacement Mezzanine
Lender may have under the Replacement Mezzanine Loan Documents, or (f) Permitted Easements (provided, that, the
foregoing provisions of clauses (a), (b), (c), (d), (e) and (f) above shall not be
deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other
applicable covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained
herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses
(a), (b), and (c) above:


 






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(A) 
to the extent that any transfer results in (x) a change of Control of Borrower or (y) the transferee, together with its
Affiliates, owning a twenty percent (20%) (or, prior to the Securitization of the entire Loan, ten percent (10%)) or greater (direct
or indirect) equity interest in Borrower or an entity that Controls Borrower unless the transferee, together with its Affiliates,
held twenty percent (20%) (or ten percent (10%), as applicable) or more of the direct or indirect equity interests in Borrower
or an entity that Controls Borrower prior to such Transfer, Lender shall receive, unless otherwise waived by Lender in its sole
discretion, not less than ten (10) Business Days’ prior written notice of such transfers with respect to any domestic Person
or not less than thirty (30) days’ prior written notice of such transfer with respect to any foreign Person (provided,
that, for purposes of clarification, with respect to the transfers contemplated in clause (a) above, the aforesaid
notice shall only be deemed to be required ten (10) days prior to the consummation of the applicable transfers made as a result
of probate or similar process following such death (as opposed to prior notice of the applicable death));


 


(B) after
giving effect to such transfers, Guarantor shall continue to be Controlled by BAM, BPY and/or one or more Qualified Equityholders;


 


 (C)  after giving effect to such transfers, the Minimum Ownership/Control Test shall be satisfied;




 


(D) after
giving effect to such transfers, the Property shall continue to be managed by a Qualified Manager;


 


 (E)  [intentionally omitted];




 


(F) if
after giving effect to such transfer, more than forty-nine and nine-tenths percent (49.9%) in the aggregate of the direct or indirect
interests in Borrower or any SPE Component Entity are owned by any Person and/or its Affiliates that, together with its Affiliates,
owned less than forty- nine and nine-tenths percent (49.9%) of the direct or indirect interests in such Person prior to such transfer,
such transfer shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer;


 


(G)
such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question
(I) remake the representations contained herein relating to ERISA and CFIUS Laws matters (and, upon Lender’s request,
Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the
date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein
relating to ERISA and CFIUS Laws matters;


 






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(H) 
the transfer itself shall not result in a default under the Ernst & Young Plaza Integration Agreements or the Co-Tenancy
Agreement beyond any applicable notice or cure period thereunder; and


 


(I)
   if a transfer results in (1) the transferee, together with its Affiliates, owning a direct or indirect interest in
Borrower in an amount which equals or exceeds twenty percent (20%) (or, prior to the Securitization of the entire Loan, ten
percent (10%)) unless the transferee, together with its Affiliates, held twenty percent (20%) (or ten percent (10%), as
applicable) or more of the direct or indirect equity interests in Borrower or an entity that Controls Borrower prior to such
Transfer, or (2)   a change of Control of Borrower
or Guarantor such that Borrower or Guarantor is no longer Controlled by BAM, BPY or a Qualified Equityholder, Lender shall
have received (1) prior to the Securitization of the entire Loan, “KYC” searches (in form, scope, and substance
and from a provider, in each case, determined by and reasonably acceptable to Lender), or (2) following the Securitization of
the entire Loan, OFAC and similar regulatory compliance searches confirming Borrower’s continuing compliance with Section
3.7, 3.29, 3.30, and 4.19 hereof, in each case, as to such transferee and any of its equity holders
that, upon the consummation of such Transfer, would Control Borrower or own a direct or indirect interest in Borrower or any
entity that Controls Borrower in an amount which equals or exceeds twenty percent (20%) (or, prior to the Securitization of
the entire Loan, ten percent (10%)); provided, that this clause (I) does not, in and of itself, afford any
Person the right to approve such Transfer or transferee based on anything other than the matters set forth in this clause
(I) or to impose any additional fees or expenses in connection therewith. Upon request from Lender, Borrower shall
promptly provide Lender with a revised version of the organizational chart delivered to Lender in connection with the Loan
reflecting any equity transfer consummated in accordance with this Section 6.3.


 


Notwithstanding
the foregoing, nothing contained herein shall prohibit or be deemed to prohibit (x) the pledge of an indirect equity interest in
Borrower or any SPE Component Entity by a Multi-Asset Person to secure an upper-tier corporate or similar type of loan facility
that is recourse to such Multi-Asset Person or secured by a substantial portion of such Multi-Asset Person’s assets and the
exercise of any rights or remedies by a secured party with respect to such pledge or (y) the pledge of a direct or indirect equity
interest in a Multi-Asset Person; provided that such pledge is not a pledge of any direct interest in Borrower, any SPE
Component Entity, Mezzanine Borrower, or any Mezzanine SPE Component Entity.


 


Lender
hereby agrees to execute and deliver any instrument reasonably necessary or appropriate to evidence its consent to a Permitted
Easement upon Borrower’s request, in form and substance as may be reasonably satisfactory to Lender; provided, that
the form attached hereto as Exhibit E is hereby deemed satisfactory to Lender.


 






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Notwithstanding
the foregoing, if, as a result of any Permitted Transfer, the Guarantor (i) neither Controls Borrower nor is under common
Control with Borrower or (ii) no longer owns any direct or indirect interest in Borrower, it shall also be a condition to
such Permitted Transfer hereunder that one or more Replacement Guarantors shall execute and deliver to Lender a limited
recourse guaranty (in the same form as the Guaranty delivered to Lender by Guarantor on the date hereof), an environmental
indemnity agreement (in the same form as the Environmental Indemnity delivered to Lender by Guarantor and Borrower on the
date hereof) and any other guaranty or indemnity agreement provided to Lender in connection with the Loan (in the same form
as each other guaranty or indemnity agreement delivered by Guarantor in connection with the Loan (each, an
 “Additional Guaranty”)) on or prior to the date of such Permitted Transfer, pursuant to which the
Replacement Guarantor(s) agree(s) to be liable under each such limited recourse guaranty, environmental indemnity agreement,
and additional guaranty or indemnity agreement from and after the date of such Permitted Transfer (whereupon the previous
guarantor(s) shall be released from any further liability under the Guaranty, the Environmental Indemnity and any Additional
Guaranty from acts, events and/or circumstances that arise from and after the date of such Permitted Transfer, but the
previous guarantor(s) shall remain liable under the Guaranty, the Environmental Indemnity and any Additional Guaranty for
acts, events and/or circumstances occurring prior to such Permitted Transfer to the extent and as provided for in such
Guaranty, Environmental Indemnity and Additional Guaranty even if liability for such acts, events and/or circumstances are
not discovered until after the date of such Permitted Transfer) and such Replacement Guarantor(s) shall be the
 “Guarantor” for all purposes set forth in the Loan Documents, provided, further, that in the
case of a foreclosure of a stock, partnership or membership pledge which secures the Mezzanine Loan or a Replacement
Mezzanine Loan, the guarantors immediately prior to such foreclosure shall be automatically released from any further
liability under the Guaranty, the Environmental Indemnity and any Additional Guaranty for any acts or omissions which arise
from and after such date (without any action or writing by Lender) as provided in this paragraph upon such foreclosure
(unless such acts were committed or directed by Borrower or Guarantor) regardless if such foreclosure was a Permitted
Transfer or if the Replacement Guarantors provided the replacement guarantees set forth in this paragraph. In connection with
the delivery of any substitute limited recourse guaranty, environmental indemnity agreement, and additional guaranty or
indemnity agreement from any Replacement Guarantor, Borrower shall cause the applicable Replacement Guarantor to deliver an
Officer’s Certificate (i) certifying that it has (together with any other Replacement Guarantor) a Net Worth of not
less than $100,000,000 and Unencumbered Liquid Assets of not less than $5,000,000 and (ii) attaching such Replacement
Guarantor’s unaudited financial statements demonstrating such Net Worth and Unencumbered Liquid Assets to
Lender’s reasonable satisfaction.


 


Borrower
shall pay to Lender all actual out-of-pocket costs and expenses incurred by Lender in connection with any transfer pursuant to
this Section 6.3.


 


Section
6.4. Permitted Assumptions. Notwithstanding the foregoing provisions of this Article 6, at any time other than the sixty
(60) days prior to and following any Securitization, a one-time transfer of the entire Property to, and the related assumption
of the Loan by, any Person (a “Transferee”) shall be permitted (a “Permitted Assumption”)
provided that each of the following terms and conditions are satisfied:


 


 (a)              no Event of Default has occurred and is continuing;




 


(b)              the
Minimum Ownership/Control Test is satisfied after giving effect to such assumption;


 






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(c)              Borrower shall have delivered written notice to Lender of the terms of such prospective transfer not less than sixty (60)
days before the date on which such transfer is scheduled to close and, concurrently therewith, all such information concerning
the proposed Transferee as Lender shall reasonably require;


 


(d)               Borrower
shall have paid to Lender and Mezzanine Lender, concurrently with the closing of such prospective transfer, (A) non-refundable
assumption fees in an aggregate amount equal to $150,000 (or, if material modifications of the Loan Documents and/or Mezzanine
Loan Documents are required in connection with such transfer due to a request by Borrower or the transferee, an aggregate amount
equal to $300,000), which amount shall be split pro rata among the Loan and the Mezzanine Loan based on outstanding principal
balance, (B) all actual, reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by
Lender in connection therewith and (C) all fees, costs and expenses of the Rating Agencies incurred in connection therewith;


 


(e)               Transferee
assumes and agrees to pay the Debt as and when due and to assume all of the obligations of Borrower under the Loan Documents and,
prior to or concurrently with the closing of such transfer, Transferee shall execute such documents and agreements as Lender shall
reasonably require to evidence and effectuate said assumption and Replacement Guarantor shall have executed and delivered to Lender
a recourse guaranty, an environmental indemnity, and any additional guaranty or indemnity agreement in favor of Lender in form
and substance substantially similar to the Guaranty, the Environmental Indemnity, and any Additional Guaranty, respectively;


 


(f)             Borrower and Transferee shall furnish any information required by Lender for the preparation of, and shall authorize Lender
to file, new financing statements and financing statement amendments and other documents to the extent required by applicable Legal
Requirements;


 


(g)              Borrower
shall have delivered to Lender such endorsements to Lender’s Title Insurance Policy insuring that fee simple title to the
Property is vested in Transferee (subject to Permitted Encumbrances), hazard insurance endorsements or certificates and other
similar materials as Lender may deem necessary at the time of the transfer, all in form and substance satisfactory to Lender;


 


(h)              Transferee
shall have furnished to Lender all appropriate papers evidencing Transferee’s organization and good standing, and the qualification
of the signers to execute the assumption of the Debt and the obligations of Borrower hereunder, which papers shall include certified
copies of all documents relating to the organization and formation of Transferee and of the entities, if any, which are Controlling
partners or members of Transferee or which hold a twenty percent (20%) (or, prior to the Securitization of the entire Loan, ten
percent (10%)) or greater direct or indirect interest in Transferee. Transferee and such constituent partners, members or shareholders
of Transferee (as the case may be), as Lender shall require, shall comply with the covenants set forth in Article 5 hereof;


 






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(i)               Transferee shall assume the obligations of Borrower under the Management Agreement or provide a new management agreement(s)
with a new Qualified Manager which meets with the requirements of the Assignment of Management Agreement and Section 4.15
hereof and assign to Lender as additional security such new management agreement;


 


(j)                the
Property shall be managed by Manager pursuant to a Management Agreement or a Qualified Manager pursuant to a Qualified Management
Agreement in accordance with the applicable terms and conditions hereof;


 


(k)               Transferee
shall assume the obligations of Borrower under the Parking Management Agreement or provide a new parking management agreement(s)
with a new parking manager which meets with the requirements of the Assignment of Parking Management Agreement and Section
4.22 hereof and assign to Lender as additional security such new parking management agreement;


 


(l)                Transferee
shall furnish to Lender a REMIC Opinion, a New Non- Consolidation Opinion and an additional opinion of counsel satisfactory to
Lender and its counsel (A) that Transferee’s formation documents provide for the matters described in subparagraph (h) above,
(B) that the assumption of the Debt and the obligations of Borrower under the Loan Documents have been duly authorized, executed
and delivered, and that the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee
in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner
of Transferee, have been duly organized, and are in existence and good standing and (D) with respect to such other matters as
set forth in the opinions delivered to Lender on the Closing Date;


 


 (m)               intentionally omitted;




 


(n)              Lender
shall have received “know your customer” compliance screening searches (in form, scope and substance and from a provider,
in each case, determined by and reasonably acceptable to Lender) for Transferee and any Person that holds a twenty percent (20%)
(or, prior to the Securitization of the entire Loan, ten percent (10%)) or greater direct or indirect interest in, or Controls,
Transferee or any party that Controls Transferee (and such Person owned less than twenty percent (or ten percent (10%), as applicable)
of the direct or indirect interest in Borrower or did not Control Borrower prior to the transfer);


 


(o)               the
transfer itself shall not result in a default under the Ernst & Young Plaza Integration Agreements or the Co-Tenancy Agreement
beyond any applicable notice or cure period thereunder; and


 


(p)              to
the extent the Mezzanine Loan is outstanding, Lender shall have received evidence that Mezzanine Borrower shall have complied
with the requirements of Section 6.4 of the Mezzanine Loan Agreement.




 






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Upon any transfer pursuant to this Section
6.4 and the execution and delivery by a Replacement Guarantor of the recourse guaranty, an environmental indemnity, and
any other guaranty or indemnity agreement described in clause (e) above, (x) the previous Borrower and Guarantor shall
be released from any further liability under the Guaranty, the Environmental Indemnity and any Additional Guaranty from acts,
events and/or circumstances that are not caused by Guarantor or its Affiliates and arise or occur from and after the date of
such transfer, and (y) such Replacement Guarantor shall be the “Guarantor” for all purposes set forth in the Loan
Documents. In connection with the delivery of any substitute limited recourse guaranty, environmental indemnity agreement,
and additional guaranty or indemnity agreement from any Replacement Guarantor, Borrower shall cause the applicable
Replacement Guarantor to deliver an Officer’s Certificate (i) certifying that it has (together with any other
Replacement Guarantor) a Net Worth of not less than $100,000,000 and Unencumbered Liquid Assets of not less than $5,000,000
and (ii) attaching such Replacement Guarantor’s unaudited financial statements demonstrating such Net Worth and
Unencumbered Liquid Assets to Lender’s reasonable satisfaction.


 


Section 6.5. Replacement
Mezzanine Loan Option. Notwithstanding anything to contrary contained in this Agreement and provided no Event of Default has
occurred and is continuing, if the Mezzanine Loan is repaid in full in accordance with the terms hereof and the Mezzanine Loan
Documents (such Mezzanine Loan, the “Replaced Mezzanine Loan”), then the direct owner of Borrower (the “Replacement
Mezzanine Borrower”) shall be permitted to obtain replacement mezzanine financing (the “Replacement Mezzanine
Loan”), which Replacement Mezzanine Loan shall be secured by the direct ownership interests in Borrower, subject to the
following conditions and requirements:


 


 (a)     the Replacement Mezzanine Loan shall be junior and subordinate to the Loan;







 


(b)    the Replacement Mezzanine Loan shall
be in a principal amount not greater than the original principal amount of the Replaced Mezzanine Loan;


 


(c)   
Lender’s satisfactory review and approval in its reasonable discretion of the terms and conditions of the Replacement
Mezzanine Loan and the documents evidencing the Replacement Mezzanine Loan (which documents shall include an interest rate cap
agreement in a notional amount that is not less than the outstanding principal balance of the Replacement Mezzanine Loan if the
Replacement Mezzanine Loan bears a floating rate of interest), provided, that documentation in substantially the same form
as the Mezzanine Loan Documents for the Replaced Mezzanine Loan shall be deemed approved by Lender (collectively, as each of the
same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and
conditions of this Agreement and the Replacement Mezzanine Intercreditor Agreement, the “Replacement Mezzanine Loan Documents”);


 


(d)    (i)
the Debt Service Coverage Ratio (taking into account the Replacement Mezzanine Loan) shall be equal to or greater than
2.16:1.00 (which represents the Debt Service Coverage Ratio on the Closing Date), (ii) the LTV (taking into account the
Replacement Mezzanine Loan) shall be equal to or less than 68.4% (which represents the aggregate (mortgage and mezzanine)
loan to value ratio on the Closing Date), and (iii) the Debt Yield (taking into account the Replacement Mezzanine Loan, and
calculated using the current Net Operating Income and the outstanding principal balance of the Loan as of the Closing Date
and the Replacement Mezzanine Loan (in place of the Replaced Mezzanine Loan)) shall be equal to or greater than the Closing
Date Debt Yield;


 






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(e)   the
lender under the Replacement Mezzanine Loan (the “Replacement Mezzanine Lender”) shall be a “Qualified
Transferee” as defined in the Intercreditor Agreement (or shall otherwise be reasonably acceptable to Lender);


 


(f)    the Replacement Mezzanine Lender shall enter into an intercreditor agreement with Lender satisfactory to Lender in its
reasonable discretion and satisfactory to the Rating Agencies; provided, that an intercreditor agreement in substantially
the same form as the Intercreditor Agreement shall be deemed satisfactory to Lender (as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time in accordance with the terms and conditions thereof, the “Replacement
Mezzanine Intercreditor Agreement”);


 


(g)   the
Replacement Mezzanine Loan shall be nonrecourse as to principal and interest required to be paid under the Replacement Mezzanine
Loan (other than typical carveouts to nonrecourse debt that are substantially similar to those set forth in Section 13.1 of the
loan agreement relating to the Replaced Mezzanine Loan) and shall not be secured by a lien against the Property;


 


(h)   Borrower
shall reimburse Lender for all reasonable out-of-pocket costs and expenses incurred by Lender in reviewing the Replacement Mezzanine
Loan Documents and negotiating and documenting the Replacement Mezzanine Intercreditor Agreement;


 


(i)    Borrower,
Replacement Mezzanine Borrower and Replacement Mezzanine Lender shall execute and deliver, and cause to be executed and delivered,
such reasonable and customary documents as shall reasonably be required by Lender or any Rating Agency, including, without limitation,
reasonable and customary amendments to the Loan Documents, all in form and substance reasonably satisfactory to Lender;


 


(j)   if
required by Lender following a Securitization, Borrower shall deliver a Rating Agency Confirmation with respect to the Replacement
Mezzanine Loan to Lender;


 


(k)   all
economic terms of the Replacement Mezzanine Loan shall be substantially similar (or more beneficial to Borrower) to the economic
terms of the Replaced Mezzanine Loan or such economic terms shall be reasonably satisfactory to Lender; and


 


 (l)   the Replacement Mezzanine Loan:




 


(i)       shall
not mature prior to the Loan or shall be freely prepayable without premium or penalty from and after the Maturity Date; and


 


 (ii)      shall be interest-only.




 






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From and after the origination
of a Replacement Mezzanine Loan pursuant to the terms of this Section 6.5, all references to the Replaced Mezzanine Loan
in the Loan Documents shall be deemed to instead refer to the Replacement Mezzanine Loan.


 


Section
6.6. Economic Sanctions, Anti-Money Laundering, OFAC, Patriot Act and Transfers. Borrower shall (and shall cause its
direct and indirect constituent owners and Affiliates to) at all times act so as to cause the representations and warranties
contained in Sections 3.29 and 3.30 to remain true, correct and not violated or breached. Borrower hereby
represents that, other than in connection with the Loan, the Loan Documents, the Mezzanine Loan, the Mezzanine Loan
Documents, and any Permitted Encumbrances, as of the date hereof, there exists no lien or encumbrance (i) on the Property or
any part thereof or any legal or beneficial interest therein or (ii)  on
any interest in Borrower or any SPE Component Entity (other than, as to Guarantor, liens or encumbrances as may be expressly
indicated on the financial statements delivered to Lender in connection with the closing of the Loan; provided such
liens or encumbrances do not and could not result in violation by Guarantor of any of the financial covenants in Section
26(d) of the Guaranty). Notwithstanding anything to the contrary contained herein or in any other Loan Document (including,
without limitation Sections 6.3 and 6.4 hereof), in no event shall Borrower or any SPE Component Entity be (I)
a Prohibited Entity, (II) Controlled (directly or indirectly) by any Prohibited Entity or (III) more than forty-nine percent
(49%) owned (directly or indirectly) by any Prohibited Entities (whether individually or in the aggregate), unless, in the
case of each of the foregoing, Lender’s prior written consent is first obtained (which such consent shall be given or
withheld in Lender’s sole discretion and may be conditioned on, among other things, Lender’s receipt of a Rating
Agency Confirmation).


 


ARTICLE 7.


 


INSURANCE; CASUALTY;
CONDEMNATION; RESTORATION


 


Section 7.1. Insurance.


 


(a)   
Borrower shall obtain and maintain, or cause to be obtained and maintained, insurance for Borrower and the Property, the
Support Elements (as defined in the Ernst & Young Plaza Integration Agreements), and all excavations, foundations, underground
utilities, and footings related thereto, providing at least the following coverages:


 


(i)    insurance
with respect to the Improvements and the Personal Property insuring against any peril now or hereafter included within the
classification “All Risk” or “Special Perils” (including, without limitation, fire, lightning,
windstorm (including named storm), hail, and terrorism), in each case (A) in an amount equal to one hundred percent (100%) of
the “Full Replacement Cost,” which for purposes of this Agreement shall mean actual replacement cost inclusive of
costs of excavations, foundations, underground utilities and footings (save for named storm which may be subject to a
sublimit of not less than Three Hundred Two Million Five Hundred Thousand Dollars ($302,500,000)); (B) in an amount
sufficient so that no co-insurance penalties shall apply; (C) providing for no deductible in excess of $250,000, except
flood, named storm, and earthquake (which may have a deductible up to five percent (5%) of the total insurable value of the
Property at time of loss) or as otherwise expressly and specifically permitted herein; (D) at all times insuring against at
least those hazards that are commonly insured against under a “special causes of loss” form of policy, as the
same shall exist on the date hereof, and together with any increase in the scope of coverage provided under such form after
the date hereof; (E) providing coverage for contingent liability from Operation of Building Laws, in an amount equal to the
 “Full Replacement Cost,” and Demolition Costs and Increased Cost of Construction in amounts acceptable to Lender;
and (F) notwithstanding the above, terrorism may be purchased on a separate, stand-alone policy in lieu of being included
within an “All Risks” or “Special Perils” policy as long as the same protections are afforded as
required under this Subsection 7.1(a)(i). The Full Replacement Cost shall be re-determined from time to time (but not
more frequently than once in any twelve (12) calendar months) at the request of Lender. After the first appraisal, additional
appraisals may be based on construction cost indices customarily employed in the trade. No omission on the part of Lender to
request any such ascertainment shall relieve Borrower of any of its obligations under this Subsection;


 






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(ii)    commercial
general liability insurance against all claims for personal injury, bodily injury, death or property damage occurring upon,
in or about the Property, such insurance (A) to be on the so-called “occurrence” form with an aggregate limit of
not less than $2,000,000 and a per occurrence limit of not less than $1,000,000, with a deductible or self-insured retention
no greater than $500,000; (B) to continue at not less than the aforesaid limit unless required to be changed by Lender in
writing by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following
hazards: (1) premises and operations; (2) products and completed operations on an “if any” basis; (3) independent
contractors; (4) contractual liability for all insured contracts; and (5) acts of terrorism;


 


(iii)    loss
of rents and/or business interruption insurance, written on an Actual Loss Sustained Basis for the entire period of
restoration (A) with loss payable to Lender subject to the Restoration Threshold stated in Section 7.4 hereof;
(B)    covering all risks required to be
covered by the insurance provided for in Subsection 7.1(a)(i) including terrorism, (iv) and (vi) through (viii); (C)
in an amount equal to 100% of the projected gross income from the Property for no less than twenty-four (24) months; the
amount of such business interruption/loss of rents insurance shall be determined prior to the Closing Date and at least once
each year thereafter determined based on the projected gross income from the Property for the succeeding twelve (12) month
period; and (D) containing an extended period of indemnity endorsement which provides that after the physical loss to the
Improvements and the Personal Property has been repaired, the continued loss of income will be insured until such income
either returns to the same level it was at prior to the loss, or the expiration of twelve (12) months from the date that the
Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may
expire prior to the end of such period. Notwithstanding anything to the contrary contained herein or in any other Loan
Documents, to the extent that insurance proceeds are payable to Lender pursuant to this Subsection (the “Rent Loss
Proceeds”) and Borrower is entitled to disbursement of Net Proceeds for Restoration in accordance with the terms
hereof, (1) a Trigger Period shall be deemed to exist and (2) such Rent Loss Proceeds shall be deposited by Lender in the
Cash Management Account and disbursed as provided in Article 9 hereof; provided, however, that (I)
nothing herein contained shall be deemed to relieve Borrower of its obligations to pay the obligations secured hereunder on
the respective dates of payment provided for in the Note except to the extent such amounts are actually paid out of the Rent
Loss Proceeds and (II) in the event the Rent Loss Proceeds are paid in a lump sum in advance and Borrower is entitled to
disbursement of such Rent Loss Proceeds in accordance with the terms hereof, Lender or Servicer shall hold such Rent Loss
Proceeds in a segregated interest-bearing Eligible Account (which shall deemed to be included within the definition of the
 “Accounts” hereunder) and Lender or Servicer shall estimate the number of months required for Borrower to restore
the damage caused by the applicable Casualty, shall divide the applicable aggregate Rent Loss Proceeds by such number of
months and shall disburse such monthly installment of Rent Loss Proceeds from such Eligible Account into the Cash Management
Account each month during the performance of such Restoration;


 






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(iv)    at
all other times during which structural construction, repairs or alterations are being made with respect to the Improvements
to the extent the current property and liability coverage forms do not otherwise provide such protections and, subject to subsection
7.1(c) below, (A) owner’s controlled insurance program, contractor’s controlled insurance program,
owner’s contingent or protective liability insurance or such other comparable insurance, in all cases covering claims
related to the construction, repairs or alterations being made which are not covered by or under the terms or provisions of
the above mentioned commercial general liability insurance policy; and (B) the insurance provided for in Subsection
7.1(a)(i) written in a so-called builder’s risk completed value form (1) on a non-reporting basis, (2) against all
risks insured against pursuant to Subsection 7.1(a)(i), (3) including permission to occupy the Property, and (4) with
an agreed amount endorsement waiving co-insurance provisions;


 


(v)   
workers’ compensation, subject to the statutory limits of the state in which the Property is located, and employer’s
liability insurance with a limit of at least $1,000,000 per accident and per disease per employee, and $1,000,000 for disease in
the aggregate in respect of any work or operations on or about the Property, or in connection with the Property or its operation
(if applicable);


 


(vi)   
comprehensive boiler and machinery insurance (or equipment breakdown coverage), in each case, covering all mechanical and
electrical equipment and pressure vessels and boilers in an amount not less than their replacement cost or in such other amount
as shall be reasonably required by Lender;


 


(vii)   if
any portion of the Improvements is at any time located in an area identified by (A) the Federal Emergency Management Agency
in the Federal Register as an area having special flood hazards and/or (B) the Secretary of Housing and Urban Development or
any successor thereto as an area having special flood hazards (“SFHA”) pursuant to the National Flood
Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each
may be amended, or any successor law (the “Flood Insurance Acts”), flood hazard insurance for any
Improvements and Personal Property located in the SFHA in an amount equal to the maximum limit of Building and/or Contents
coverage available for the Property under the Flood Insurance Acts, plus such higher amount or other related and/or excess
coverage as Lender may require, but in each case, required amounts will be consistent with amounts required by prudent
lenders of similar loan types and sizes for commercial property similar to the Property located in or around the region in
which the Property is located;


 






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(viii)  
earthquake, sinkhole and mine subsidence insurance, if the Property is located within a Seismic Zone 3 or 4 or equivalent
high hazard area for earth movement as is defined by United States Geological Survey (USGS), with (1) minimum coverage equivalent
to 1.0x SEL (scenario estimated loss) and including business income/rental income coverage as required above, (2) a deductible
reasonably approved by Lender (but in any event not in excess of 5% of the total insurable value of the Property), and (3) if the
Property is legally nonconforming under applicable zoning ordinances and codes, ordinance of law coverage in amounts as reasonably
required by Lender; provided that, if the coverage is provided pursuant to a blanket policy, such coverage shall have limits
not less than the annual aggregate loss estimates for the 475-year return period as identified in a seismic risk analysis for Property
and including all high risk locations sharing the limit, with a separate assessment for California to the extent there is a separate
sublimit for California under such blanket policy (such analysis to be approved by Lender and the Rating Agencies and secured by
the applicable Borrower utilizing a third-party engineering firm qualified to perform such seismic risk analysis using the most
current RMS software, or its equivalent, to include consideration of loss amplification, at the expense of the Borrower); and provided
further that the insurance pursuant to this subsection (viii) shall be on terms consistent with the all risk insurance
policy required under Section 7.1(a)(i);


 


(ix)       umbrella and/or excess
liability insurance in an amount not less than $100,000,000 per occurrence in the aggregate on terms consistent with the
commercial general liability and automobile liability insurance policy required under subsection (ii) above and subsection
(xi) below;


 


 (x)      intentionally omitted;




 


(xi)   
if applicable, automobile liability coverage for all owned and non- owned vehicles, including rented and leased vehicles
containing minimum limits per occurrence of One Million and No/100 Dollars ($1,000,000); and


 


(xii)   such
other insurance and in such amounts as (A) may be required pursuant to the terms of the Ernst & Young Plaza Integration
Documents and (B) Lender from time to time may reasonably request against such other insurable hazards which at the time are
commonly insured against for commercial property similar to the Property located in or around the region in which the
Property is located.


 






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(b)    All
insurance provided for in Subsection 7.1(a) hereof shall be obtained under valid and enforceable policies (the
 “Policies” or in the singular, the “Policy”), in such forms and, from time to time
after the date hereof, in such amounts as may be satisfactory to Lender, issued by financially sound and responsible
insurance companies authorized to do business in the state in which the Property is located and meeting the rating
requirements contained herein. All policies shall be issued by companies authorized or licensed to do business in the state
where the Property is located, with (1) a financial strength and claims paying ability rating of (x) “A” or
better by S&P and (y) “A2” or better by Moody’s, if Moody’s rates the Securities and rates the
applicable insurance company; provided, however for multi-layered policies, (A) if four (4) or fewer insurance
companies issue the Policies, then at least 75% of the insurance coverage represented by the Policies must be provided by
insurance companies with a rating of “A-” or better by S&P and “A2” or better by Moody’s,
if Moody’s rates the Securities and rates the applicable insurance company, with no remaining carrier below
 “BBB” by S&P and “Baa2” or better by Moody’s, if Moody’s rates the Securities and
rates the applicable insurance company, or (B)   if
five (5) or more insurance companies issue the Policies, then at least sixty percent (60%) of the insurance coverage
represented by the Policies must be provided by insurance companies with a rating of “A” or better by S&P and
 “A2” or better by Moody’s, if Moody’s rates the Securities and rates the applicable insurance
company, with no remaining carrier below “BBB” by S&P and “Baa2” or better by Moody’s, if
Moody’s rates the Securities and rates the applicable insurance company, and (2) to the extent the carriers are rated
by AM Best, a rating of A-:VIII or better in the current Best’s Insurance Reports (each such insurer, a
 “Qualified Insurer”). Notwithstanding the foregoing, Borrower shall be permitted to maintain a portion of
the coverage required hereunder with insurance companies which do not meet the foregoing requirements (“Otherwise
Rated Insurers”) in their current participation amounts and positions within the syndicate, provided that
(1) Borrower shall replace the Otherwise Rated Insurers at renewal with insurance companies meeting the rating requirements
set forth hereinabove and (2) if, prior to renewal, the current AM Best rating or S&P rating of any such Otherwise Rated
Insurer is withdrawn or downgraded, Borrower shall replace any Otherwise Rated Insurer with an insurance company meeting the
rating requirements set forth hereinabove. Within ten (10) days of Lender’s request following a loss in excess of the
Restoration Threshold at the Property, Borrower shall deliver redacted copies of the Policies to Lender. Prior to the
expiration dates of the Policies or certificates theretofore furnished to Lender, certificates of insurance evidencing the
renewal or successor Policies shall be provided to the Lender. Evidence satisfactory to Lender of payment of the premiums due
thereunder (the “Insurance Premiums”), shall be delivered by Borrower to Lender as the same become due and
payable.


 


Notwithstanding
anything to the contrary contained above, Liberty IC Casualty LLC, a licensed captive insurance company
(“Liberty”) shall be an acceptable insurer of perils of terrorism and acts of terrorism, so long as (i)
the policy issued by Liberty has (A) no aggregate limit, and (B) a deductible of no greater than $1,000,000 plus that as
calculated pursuant to the Terrorism Risk Insurance Program Reauthorization Act of 2019 (“TRIPRA”) or the
then- successor act, and (ii) the following conditions are met and continue to be satisfied:


 






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 (1)   TRIPRA shall be in full force and effect;




 


(2)   the
terrorism Policy issued by Liberty, together with any other terrorism Policy then in effect which is issued by one or more insurance
companies which satisfy the requirements of clause (b) above, provides a limit satisfying the requirements of Section
7.1(a)(i) above;




 


(3)   except
with respect to the $1,000,000 deductible permitted herein, those covered losses which are not reinsured by the federal government
under TRIPRA and paid to Liberty shall be reinsured with a cut through endorsement acceptable to Lender and the Rating Agencies
by insurance companies that are Qualified Insurers or maintain such higher rating as may be required by a Rating Agency, not to
exceed “A+” with S&P and “A1” with Moody’s, to the extent Moody’s rates the Securities
and rates the applicable insurance company;


 


(4)   all
re-insurance agreements between Liberty and all such re-insurance companies providing the referenced re-insurance shall be subject
to the reasonable approval of Lender, and Borrower shall use commercially reasonable efforts to cause such re-insurance agreements
to provide for direct access to such re-insurers by all named insureds, loss payees and mortgagees which such insurance benefits;


 


 (5)   Liberty shall not be subject to a bankruptcy or similar insolvency proceeding;




 


(6)   Liberty
shall be prohibited from conducting other business unrelated to the operation of the captive (the operation of the captive being
the issuance of policies and purchase of reinsurance and other like services for properties in which Borrower or Affiliates of
Borrower have a management and/or ownership interest);


 


(7)   Liberty
shall be licensed in the District of Columbia or other jurisdiction to the extent reasonably approved by Lender (such approval
not to be unreasonably withheld, conditioned or delayed) and qualified to issue the terrorism Policy in accordance with all applicable
Legal Requirements;


 


(8)   Liberty
shall qualify for the reinsurance and other benefits afforded insurance companies under TRIPRA in accordance with the regulations
as currently constituted;


 


(9)   no
law or regulation, or formal written opinion, statement, or decree binding on a Governmental Authority, shall have been issued
by any Governmental Authority providing that any insurance company or program which is similar to Liberty or its program does
not qualify for such benefits;


 


(10)   Lender
shall have received each of the following, each of which shall be subject to the reasonable approval of the Lender:


 


		(I)	the organizational documents of Liberty;



 






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		(II)	any regulatory agreements
                                         of Liberty;



 


	 	(III)	the license for the District of Columbia or other jurisdiction approved by Lender as provided
    in clause (7) above for Liberty;



 


	 	(IV)	the form of the Policy to be used by Liberty to provide the insurance coverage described above;
    and



 


		(V)	a description of the structure
                                         and amount of reserves and capitalization of Liberty;



 


(11)  
the organizational documents of Liberty shall not be materially amended without the prior written consent of Lender, which
consent shall not be unreasonably withheld, conditioned or delayed;


 


(12)   except
as otherwise expressly set forth above, all such insurance provided by Liberty to Borrower with respect to the Property shall
otherwise comply with all other terms and conditions of this Section 7.1;


 


(13)  
in the event that an official written Interpretive Letter or Interim Guidance (as such terms are used on the official website
of the United States Treasury Department) is published by the United States Treasury Department with respect to TRIPRA binding
on a Governmental Authority with respect to Borrower and which provides that any insurance company or program which is similar
to Liberty or its program does not qualify for the benefits under TRIPRA, then Borrower shall be required to procure a terrorism
Policy otherwise complying with the above provisions. If any such Interpretive Letter or Interim Guidance referred to in this paragraph
provides (x) for a period during which the Treasury Department will defer or suspend enforcement of the provisions of such Interpretive
Letter or Interim Guidance, then Borrower shall have the right to defer procurement of a replacement terrorism Policy until the
expiration of such deferral or suspension period or (y) that existing programs would be exempt from the Interpretive Letter or
Interim Guidance, then Borrower shall not be required to procure a replacement terrorism Policy; and


 


(14)   in
the event that an official written Interpretive Letter or Interim Guidance (as such terms are used on the official website of
the United States Treasury Department) is published by the United States Treasury Department with respect to the TRIPRA which
is not binding on a Governmental Authority with respect to Borrower and which provides that any insurance company or program
which is similar to Liberty or its program does not qualify for the benefits under TRIPRA, then Borrower shall have the right
to challenge such official written Interpretive Letter or Interim Guidance, as the case may be, by appropriate proceedings
and in the event that such challenge is not successfully concluded within two hundred and seventy (270) days after the
publication of such Interpretive Letter or Interim Guidance, then Borrower shall have an additional period of ninety (90)
days to procure a terrorism Policy otherwise complying with the provisions of this Section 7.1. In addition, if any
Interpretive Letter or Interim Guidance provides that any insurance company or program which is similar to Liberty or its
program does not qualify for the benefits under TRIPRA and provides, further, (x) for a period during which the Treasury
Department will defer or suspend enforcement of the provisions of such Interpretive Letter or Interim Guidance which is
greater than 270 days, then Borrower shall have the right to defer procurement of a replacement terrorism Policy until the
expiration of such deferral or suspension period or (y) that existing programs would be exempt from the Interpretive Letter
or Interim Guidance, then Borrower shall not be required to procure a replacement terrorism Policy.


 






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In
the event that Liberty is providing insurance coverage (i) to other properties in close proximity to the Property, and/or (ii)
to other properties owned by a Person(s) who is not an Affiliate of Borrower, and such insurance is not subject to the same reinsurance
and other requirements of this Section 7.1, then Lender may reasonably re-evaluate the limits and deductibles of the insurance
required to be provided by Liberty hereunder. In the event any of the foregoing conditions are not satisfied, Liberty shall not
be deemed an acceptable insurer of terrorism losses. Borrower represents, warrants, and covenants to Lender to the extent of its
knowledge, on behalf of Liberty, that the insurance premiums for the insurance coverages provided to Borrower by Liberty are fair
market value insurance premiums.


 


If
TRIPRA is discontinued or not renewed then, provided that terrorism insurance is commercially available, Borrower shall be required
to carry terrorism insurance in an amount not less than the amounts described in this Section 7.1; provided that,
in such event, Borrower shall not be required to spend per year on terrorism coverage (on a going forward basis after TRIPRA expires
or is otherwise no longer in effect for any reason and following expiration of the applicable terrorism insurance then in place)
in excess of the Terrorism Premium Cap with respect to the Property and, if the cost for such terrorism exceeds the Terrorism Premium
Cap, Borrower shall purchase the maximum amount of terrorism coverage available with funds equal to the Terrorism Premium Cap.
As used herein, “Terrorism Premium Cap” means an amount equal to two (2) times the annual allocable amount of
the total insurance premium that is then payable with respect to the property and business income insurance policies required under
the Loan Documents (but without giving effect to the cost of the terrorism and earthquake components of such property and business
income insurance policies) obtained as of the date the applicable new terrorism insurance is being obtained and provided,
however, that in no event shall any Insurance Premiums paid with respect to Policies in effect prior to the date TRIPRA
expires or is otherwise no longer in effect for any reason be included for purposes of determining whether the amount of terrorism
insurance premiums paid by Borrower for any applicable period meet or exceed the Terrorism Premium Cap. For so long as TRIPRA (A)
remains in full force and effect and (B) continues to cover both foreign and domestic acts of terror, Lender shall accept terrorism
insurance for certified acts of terrorism as such terms are defined in TRIPRA.


 


(c)             Any
required insurance may be provided under a blanket or policies covering the Property and Improvements, provided that
Borrower shall provide evidence satisfactory to Lender that the insurance premiums for the Property are separately allocated
to the Property, and such blanket policy shall provide the same protection as would a separate Policy in compliance with this Section
7.1 as reasonably determined by Lender, subject to review and approval by Lender based on a summary of location and
values, if requested by Lender; and provided further that, with respect to terrorism coverage, if such blanket policy
covers locations within a one thousand foot radius of the Property (the “Radius”), to the extent
commercially available, the limits of any such policy shall be adequate to maintain the terrorism coverage required in Section
7.1(a)(i) and (iii) for the Property plus each other location within the Radius that is covered by such blanket
policy calculated on a total insured value basis.


 






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(d)              
All Policies of insurance provided for or contemplated by Subsection 7.1(a) shall name Borrower as the insured and,
in the case of liability Policies (except for the Policies referenced in Subsections 7.1(a)(v) and (xi)), shall include
Lender as an additional insured, as their respective interests may appear, and, in the case of property damage Policies (including,
but not limited to, terrorism, rental income, business interruption, boiler and machinery, earthquake and flood insurance), such
Policies shall contain a standard noncontributing mortgagee clause in favor of Lender providing that the loss thereunder shall
be payable to Lender for the account of Lenders, always subject to the Restoration Threshold stated in Section 7.4 hereof.


 


(e)            All
property damage Policies provided for in Subsection 7.1(a) shall contain clauses or endorsements to the effect that:


 


(i)                    the
following shall in no way affect the validity or enforceability of the Policy insofar as Lender is concerned: (A) any act or negligence
of Borrower, of anyone acting for Borrower or of any other Person named as an insured, additional insured and/or loss payee, (B)
any foreclosure or other similar exercise of remedies and (C) the failure to comply with the provisions of the Policy which might
otherwise result in a forfeiture of the insurance or any part thereof;


 


(ii)                   the
Policy shall not be cancelled without at least 30 days’ written notice to Lender and any other party included therein as
an insured, save for 10 days’ notice for cancellation due to non-payment of premium;


 


(iii)                  the
issuer(s) of the Policy shall give written notice to Lender if the Policy has not been renewed prior to its expiration. If insurers
will not provide said notice, the obligation will fall to the Borrower to inform of the same; and


 


(iv)                  not
contain any clause or provision that would make Lender liable for any Insurance Premiums thereon or subject to any assessments
or commissions thereunder and that the related issuer(s) waive any related claims to the contrary; except Lender shall, at its
option and with no obligation to do so, have the right to directly pay Insurance Premiums in order to avoid cancellation, expiration
and/or termination of the Policy due to non-payment of Insurance Premiums.


 


(f)               
If obtainable by Borrower using commercially reasonable efforts, the Policies limited to liability protection shall contain
clauses or endorsements to the effect that the Policy shall not be canceled without at least thirty (30) days’ written notice
to the Lender, except ten (10) days’ notice for non-payment of premium. If the issuer of any such Policy will not or cannot
provide the notices required pursuant to this clause (f), Borrower shall be obligated to provide such notice to Lender.


 


(g)               If
at any time Lender is not in receipt of written evidence that all insurance required hereunder is in full force and effect,
Lender shall have the right, with five (5) Business Days’ prior written notice given to Borrower in an effort to cure,
to take such action as Lender deems necessary to protect its interest in the Property, including, without limitation, the
obtaining of such levels of insurance coverage as stipulated in this Section 7.1 prior to the date upon which any such
coverage will lapse or at any time Lender deems necessary (regardless of prior notice to Borrower) to avoid the lapse of any
such coverage, and all expenses incurred by Lender in connection with such action or in obtaining such insurance and keeping
it in effect shall be paid by Borrower to Lender upon demand and until paid shall be secured by the Security Instrument and
shall bear interest at the Default Rate.


 






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(h)                  Intentionally Omitted.




 


(i)                 
As an alternative to the Policies required to be maintained pursuant to the preceding provisions of this Section 7.1,
Borrower will not be in default under this Section 7.1 if Borrower maintains (or causes to be maintained) Policies which
(i) have coverages, deductibles and/or other related provisions other than those specified above and/or (ii) are provided by insurance
companies not meeting the credit ratings requirements set forth above (any such Policy, a “Non-Conforming Policy”),
provided, that, prior to obtaining such Non-Conforming Policies (or permitting such Non-Conforming Policies to be obtained),
(1) Borrower shall have received Lender’s prior written consent thereto and (2) Lender shall have received a Rating Agency
Confirmation with respect to any such Non- Conforming Policy.


 


(j)                 
Borrower shall cooperate with Lender in obtaining for Lender for the account of Lenders the benefits of any Awards or insurance
proceeds lawfully or equitably payable in connection with the Property, and Lender shall be reimbursed for any expenses incurred
in connection therewith (including reasonable, actual attorneys’ fees and disbursements, and the payment by Borrower of
the expense of an appraisal on behalf of Lender in case of a Casualty or Condemnation affecting the Property or any part thereto)
out of such Awards or insurance proceeds. Any Net Proceeds related to such Awards or insurance proceeds shall be deposited with
Lender and held and applied in accordance with the applicable terms and conditions hereof.


 


(k)                
Borrower hereby represents that the physical address for the Property for all purposes (including, without limitation,
insurance purposes) is 725 South Figueroa Street, Los Angeles, California 90017.


 


Section
7.2.   Casualty. If the Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a
 “Casualty”), Borrower shall give prompt notice of such damage to Lender (provided that such notice shall
not be required in the case of non-material damage for which the costs of completing Restoration shall be less than five percent
(5%) of the Outstanding Principal Balance) and shall promptly commence and diligently prosecute the completion of the Restoration
of the Property and otherwise comply with the provisions of Section 7.4. Borrower shall pay all costs of Restoration (including,
without limitation, any applicable deductibles under the Policies) whether or not such costs are covered by the Net Proceeds.
Lender may, but shall not be obligated to, make proof of loss if not made promptly by Borrower.


 






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Section
7.3.   Condemnation. Borrower shall promptly give Lender notice of the actual or threatened in writing commencement of any proceeding
for the Condemnation of the Property (or any portion thereof) of which Borrower has knowledge and shall deliver to Lender copies
of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower
shall from time to time deliver to Lender all instruments reasonably requested by Lender to permit such participation. Borrower
shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and
reasonably cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public
or quasi-public authority through Condemnation or otherwise (including without limitation any transfer made in lieu of or in anticipation
of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment
in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied
by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited
to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the
rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by a condemning authority, Borrower
shall promptly commence and diligently prosecute the Restoration of such Property (to the extent such Restoration is applicable)
and otherwise comply with the provisions of Section 7.4. Borrower shall pay all costs of Restoration whether or not such
costs are covered by the Net Proceeds. If the Property (or any portion thereof) is sold, through foreclosure or otherwise, prior
to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have
been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.


 


Notwithstanding
the foregoing or anything to the contrary contained herein, if, in connection with any Casualty or Condemnation that occurs after
a Securitization a prepayment of the Debt (in whole or in part) is required under REMIC Requirements, (a) the applicable Net Proceeds
shall be applied to the Debt in accordance with Section 7.4(c) hereof and (b) to the extent that the amount of the applicable
Net Proceeds actually applied to the Debt in connection therewith is insufficient under REMIC Requirements, Borrower shall, within
ten (10) Business Days of demand by Lender, prepay the principal amount of the Debt in accordance with the applicable terms and
conditions hereof in an amount equal to such insufficiency plus the amount of any then applicable Interest Shortfall (such prepayment,
together with any related Interest Shortfall payment, collectively, the “REMIC Payment”). After a Securitization,
Lender may require Borrower to deliver a REMIC Opinion in connection with each of the foregoing.


 


Section
7.4.   Restoration. The following provisions shall apply in connection with the Restoration of the Property:


 


(a)   
If the Net Proceeds shall be less than the Restoration Threshold and the costs of completing the Restoration shall be less
than the Restoration Threshold, and provided that no Event of Default shall have occurred and be continuing, the Net Proceeds will
be disbursed to Borrower.


 


(b)    If
the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are equal
to or greater than the Restoration Threshold, Lender shall make the Net Proceeds available for the Restoration in accordance
with the provisions of this Section 7.4.


 






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(i)            The Net Proceeds shall be made available for Restoration provided that each of the following conditions are met:


 


(A)            
no Event of Default shall have occurred and be continuing;




 


(B)             (1)
in the event the Net Proceeds are insurance proceeds, less than thirty percent (30%) of the total floor area of the Improvements
on the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (2) in the event the Net Proceeds
are condemnation proceeds, less than fifteen percent (15%) of the land constituting the Property is taken, and such land is located
along the perimeter or periphery of the Property, and no portion of the Improvements is located on such land;


 


(C)             Leases
demising in the aggregate a percentage amount equal to or greater than sixty percent (60%) of the total rentable space in the
Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of the applicable
Casualty or Condemnation, whichever the case may be, shall remain in full force and effect during and after the completion of
the Restoration (other than Leases which automatically expire by their terms), notwithstanding the occurrence of any such Casualty
or Condemnation, whichever the case may be;


 


(D)            
Borrower shall commence (or shall cause the commencement of) the Restoration as soon as reasonably practicable (but in no
event later than sixty (60) days after the issuance of a building permit with respect thereto) and shall diligently pursue the
same to satisfactory completion;


 


(E)              Lender
shall be satisfied that any operating deficits which will be incurred with respect to the Property as a result of the occurrence
of any such Casualty or Condemnation will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section
7.1(a)(iii) above, or (3) by other funds of Borrower;


 


(F)             Lender
shall be satisfied that the Net Proceeds together with any other collateral, guaranties, any cash or cash equivalent deposited
by Borrower with or delivered by Borrower to Lender are sufficient to cover the cost of the Restoration;


 


(G)             
Lender shall be satisfied that, upon the completion of the Restoration, the Debt Yield for the Property (which shall be
determined by Lender in its reasonable discretion) shall be at least equal to the Closing Date Debt Yield;


 



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(H)            
 Lender shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) six (6) months
prior to the Maturity Date, (2) such time as may be required under applicable Legal Requirements, or (3) the expiration of the
insurance coverage referred to in Section 7.1(a)(iii) above;


 


 (I)               [intentionally omitted];




 


(J)              the
Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements
in all material respects, the Ernst & Young Plaza Integration Agreements, and the Co-Tenancy Agreement;


 


(K)             the
Restoration shall be done and completed in an expeditious and diligent fashion and in compliance in all material respects with
all applicable Legal Requirements, the Ernst & Young Plaza Integration Agreements, and the Co-Tenancy Agreement;


 


(L)              the
Ernst & Young Plaza Integration Agreements and the Co-Tenancy Agreement will remain in full force and effect during and after
the Restoration; and


 


(M)           
after a Securitization, Lender shall be satisfied that making the Net Proceeds available for Restoration shall be permitted
pursuant to REMIC Requirements and, in that regard, Lender may require Borrower to deliver a REMIC Opinion in connection therewith.


 


(ii)               The
Net Proceeds shall be held by Lender and, until disbursed in accordance with the provisions of this Section 7.4(b),
shall constitute additional security for the Debt and other obligations under this Agreement, the Security Instrument, the
Note and the other Loan Documents. The Net Proceeds (other than the Rent Loss Proceeds) shall be disbursed by Lender to, or
as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence reasonably
satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to
be paid for out of the requested disbursement) in connection with the related Restoration item have been paid for in full,
and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of
intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property which (1) are not being
contested by Borrower in accordance with the terms hereof, (2) have not either been fully bonded to the reasonable
satisfaction of Lender and discharged of record or (3) in the alternative fully insured to the satisfaction of Lender by the
title company issuing the Title Insurance Policy.


 






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(iii)             With
respect to any Casualty in excess of the Restoration Threshold, all plans and specifications required in connection with the
Restoration shall be subject to prior review and acceptance in all respects by Lender and by an independent consulting
engineer selected by Lender (the “Casualty Consultant”), such acceptance of the plans and specifications
not to be unreasonably withheld, conditioned or delayed. Lender shall have the use of the plans and specifications and all
permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors,
subcontractors and materialmen engaged in the Restoration shall be subject to prior review and acceptance by Lender and the
Casualty Consultant if the applicable contract is for an amount equal to or greater than twenty percent (20%) of the
Outstanding Principal Balance. All reasonable and actual out-of-pocket costs and expenses incurred by Lender in connection
with making the Net Proceeds available for the Restoration including, without limitation, reasonable counsel fees and
disbursements and the Casualty Consultant’s fees, shall be paid by Borrower. Borrower shall have the right to settle
(i)  all claims under the Policies which claims are less
than the Settlement Threshold without Lender’s consent (provided, however, that Borrower shall consult
with Lender with respect to any settlement discussions with any insurance companies) and (ii) all claims under the Policies
which claims are equal or in excess of the Settlement Threshold jointly with Lender, provided that, in each case, (a)
no Event of Default exists, (b) Borrower promptly and with commercially reasonable diligence negotiates a settlement of any
such claims and (c) the insurer with respect to the Policy under which such claim is brought has not raised any act of the
insured as a defense to the payment of such claim. If an Event of Default exists, Lender shall, at its election, have the
exclusive right to settle or adjust any claims made under the Policies in the event of a Casualty. To the extent that the
Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender’s approval under
this clause (iii) and Lender thereafter fails to respond, Lender’s approval shall be deemed given with respect
to the matter for which approval was requested.


 


(iv)             In
no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually
incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, minus the Restoration
Retainage. The term “Restoration Retainage” as used in this Section 7.4(b) shall mean an amount equal
to ten percent (10%) of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty
Consultant, until such time as the Casualty Consultant certifies to Lender that Net Proceeds representing fifty percent (50%)
of the required Restoration have been disbursed. There shall be no Restoration Retainage with respect to costs actually incurred
by Borrower for work in place in completing the last fifty percent (50%) of the required Restoration. The Restoration Retainage
shall in no event, and notwithstanding anything to the contrary set forth above in this Section 7.4(b), be less than the
amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Restoration
Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance
with the provisions of this Section 7.4(b) and that all approvals necessary for the re- occupancy and use of the Property
have been obtained from all appropriate governmental and quasi-governmental authorities, and Lender receives evidence reasonably
satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Restoration
Retainage, provided, however, that Lender will release the portion of the Restoration Retainage being held with
respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant
certifies to Lender that the contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all
materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract,
and the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to
the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company insuring the lien
of the Security Instrument. If reasonably required by Lender, the release of any such portion of the Restoration Retainage shall
be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor
or materialman.


 






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(v)              Lender
shall not be obligated to make disbursements of the Net Proceeds more frequently than once every calendar month.


 


(vi)             If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the reasonable opinion of Lender in consultation
with the Casualty Consultant, be sufficient to pay in full the balance of the costs which are estimated by the Casualty Consultant
to be incurred in connection with the completion of the Restoration, Borrower shall deposit the deficiency (the “Net Proceeds
Deficiency”) with Lender before any further disbursement of the Net Proceeds shall be made. If the Net Proceeds Deficiency
is deposited with Lender, then such Net Proceeds Deficiency shall be held by Lender and shall be disbursed for costs actually incurred
in connection with the Restoration on the same conditions applicable to the disbursement of the Net Proceeds, and until so disbursed
pursuant to this Section 7.4(b) shall constitute additional security for the Debt and other obligations under this Agreement,
the Security Instrument, the Note and the other Loan Documents.


 


(vii)            The
excess, if any, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited with Lender after
the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this
Section 7.4(b), and the receipt by Lender of evidence reasonably satisfactory to Lender that all costs incurred in connection
with the Restoration have been paid in full, shall be remitted by Lender to Borrower, provided no Event of Default shall have
occurred and shall be continuing under this Agreement, the Security Instrument, the Note or any of the other Loan Documents. During
a Trigger Period any Net Proceeds required to be disbursed to Borrower in accordance with this Section 7.4(b)(vii) shall
be deposited by Lender into the Cash Management Account.


 


(c)    All
Net Proceeds not required (i) to be made available for the Restoration or (ii) to be returned to Borrower as excess Net
Proceeds pursuant to Section 7.4(b)(vii) shall be retained and applied by Lender toward the payment of the Debt
whether or not then due and payable in such order, priority and proportions as Lender in its discretion shall deem proper,
or, at the discretion of Lender, the same may be paid, either in whole or in part, to Borrower for such purposes as Lender
shall approve, in its discretion. Without limiting the provisions of the first sentence of this Section 7.4(c), if
Lender shall receive and retain Net Proceeds, the lien of the Security Instrument shall be reduced only by the amount thereof
received and retained by Lender and actually applied by Lender in reduction of the Debt.


 






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(d)   
Notwithstanding anything to the contrary contained in the Loan Documents (except the second paragraph of Section 7.3
of this Agreement) with respect to the disbursement of Net Proceeds, the provisions set forth in the Ernst & Young Plaza Integration
Agreements (unless waived thereunder), Amended REA (unless waived thereunder) or any Permitted Encumbrance (unless waived thereunder)
shall govern; provided, however, to the extent the compliance by Borrower with terms and conditions of Section
7.4(b) does not create a default under the terms and provisions of the Ernst & Young Plaza Integration Agreements (as may
be waived thereunder), Amended REA (as may be waived thereunder) or any Permitted Encumbrance (as may be waived thereunder), Borrower
shall comply with such terms and provisions of this Section 7.4.


 


ARTICLE 8.


 


RESERVE FUNDS


 


Section 8.1.   [Intentionally
Omitted].


 


Section 8.2.   Leasing Reserve Funds.


 


(a)   
Borrower shall deposit into an Eligible Account held by Lender or Servicer (the “Leasing Reserve Account”)
(i) on the Closing Date, an amount equal to $13,128,606 for Approved Leasing Costs identified in Schedule XI attached hereto
(the “Closing Date Approved Leasing Costs”), (ii) on each Monthly Payment Date during a Trigger Period, an amount
equal to $1.25 per rentable square foot per annum at the Property (which, as of the Closing Date, is $100,910.94 per month) (the
 “Monthly Leasing Reserve Deposit”), and (iii) any amounts required to be deposited in the Leasing Reserve Account
pursuant to Section 4.14(d) hereof. Amounts deposited pursuant to this Section 8.2 are referred to herein as the
 “Leasing Reserve Funds.” Notwithstanding the foregoing, if, on any Monthly Payment Date, the amount of Leasing
Reserve Funds then on deposit in the Leasing Reserve Account (other than Leasing Reserve Funds for Closing Date Approved Leasing
Costs) equals or exceeds $1,210,931.25 (the “Leasing Reserve Cap”), Borrower shall not be obligated to deposit
the Monthly Leasing Reserve Deposit on such Monthly Payment Date (but, for the avoidance of doubt, Borrower shall still be required
to deposit any Lease Termination Payment as required pursuant to Section 4.14(d) hereof notwithstanding that the amount
of funds on deposit in the Leasing Reserve Account equals or exceeds the Leasing Reserve Cap).


 






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(b)    
Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following
conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which
Borrower requests such payment be made and specifies the Approved Leasing Costs to be paid; (ii) on the date such request is
received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured; and (iii)
Lender shall have received a certificate from Borrower stating either that such payment is required to be paid to the tenant
under its Lease or, otherwise, (A) stating that the items to be funded by the requested disbursement are Approved Leasing
Costs, (B) stating to Borrower’s knowledge, that all items at the Property to be funded by the requested disbursement
have been completed (or completed to the extent of the requested disbursement) in good and workmanlike manner and in
accordance with all applicable federal, state and local laws, rules and regulations, (C)   stating
that each Person that supplied materials or labor in connection with the items to be funded by the requested disbursement has
been paid in full for work completed through such date or will be paid in full upon such disbursement (or if progress
payments are being made, that such Person has been or will be paid all amounts owed to them based on the work such Person has
completed) and, (D) stating that all previous disbursements of Leasing Reserve Funds have been used to pay for the previously
identified Approved Leasing Costs; (iv) at Lender’s option, if the amount of any individual disbursement of Leasing
Reserve Funds exceeds $250,000, a title search for the Property indicating that the Property is free from all liens, claims
and other encumbrances other than Permitted Encumbrances; and (v) copies of, at Borrower’s option, either paid invoices
or lien waivers with respect to the requested portion of the Approved Leasing Costs. Lender shall not be required to disburse
Leasing Reserve Funds more frequently than once each calendar month nor in an amount less than the Minimum Disbursement
Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in
which case only one disbursement of the amount remaining in the account shall be made). For the avoidance of doubt, it is
acknowledged and agreed that Leasing Reserve Funds (other than any Leasing Reserve Funds relating to the Closing Date
Approved Leasing Costs) shall be disbursed for Approved Leasing Costs in respect of any space at the Property (as opposed to
any specific space or premises).


 


(c)   
Upon receipt from Borrower of an Officer’s Certificate stating that, pursuant to the applicable Lease, Borrower has
fully satisfied its obligation to the applicable Tenant with respect to payment of the applicable Closing Date Approved Leasing
Costs and Borrower is no longer obligated to provide to such Tenant the remaining amount of Closing Date Approved Leasing Costs
set forth with respect to such Lease on Schedule XI attached hereto, then at Borrower’s request such remaining amount
of Closing Date Approved Leasing Costs shall be available for disbursement pursuant to clause (b) above in respect of any
space at the Property (as opposed to any specific space or premises).


 


(d)    In
lieu of Borrower making the initial deposit into the Leasing Reserve Account pursuant to Section 8.2(a)(i), Borrower
may deliver to Lender a Letter of Credit in the amount of such deposit in accordance with the provisions of this Agreement.
Any such Letter of Credit shall not be released in its entirety until all Closing Date Approved Leasing Costs have been paid
in full by Borrower in accordance with the terms hereof and of the applicable Leases, but may, at Borrower’s option, be
reduced on a dollar-for-dollar basis as Closing Date Approved Leasing Costs are so paid as long as the sum of the amount
available under the Letter of Credit and the amount on deposit in the Leasing Reserve Account (without taking into account
any amounts deposited pursuant to Section 8.2(a)(ii) or (iii)) is at all times at least equal to one hundred
percent (100%) of the estimated costs of the Closing Date Approved Leasing Costs remaining to be paid by Borrower.


 






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(e)   
Upon the cure of any Trigger Period (and provided no other Trigger Period is then continuing), all Leasing Reserve Funds
(other than Leasing Reserve Funds for Closing Date Approved Leasing Costs) shall be disbursed to the Restricted Account.


 


Section
8.3.   GSA Tenant Space Leasing Reserve Funds.


 


(a)    Borrower
shall deposit into an Eligible Account held by Lender or Servicer (the “GSA Tenant Space Leasing Reserve Account”)
on each Monthly Payment Date during the continuation of a GSA Tenant Trigger Period the GSA Tenant Space Leasing Reserve Monthly
Deposit in accordance with Section 9.3(a)(x) hereof until such time as the aggregate amount reserved in the GSA Tenant
Space Leasing Reserve Account as a result of such GSA Tenant Trigger Period equals the GSA Tenant Trigger Cap. Amounts deposited
pursuant to this Section 8.3 are referred to herein as the “GSA Tenant Space Leasing Reserve Funds.”


 


(b)   
During a GSA Tenant Trigger Period, so long as no Event of Default has occurred and is continuing, upon written request
of Borrower, Lender shall disburse within three (3) Business Days of Borrower’s request but no more frequently than monthly,
GSA Tenant Space Leasing Reserve Funds for the following, to the extent not previously paid from funds in the Cash Management Account:
(i) payment of emergency and life safety related expenses at the Property, (ii) payment of any Capital Expenditures with respect
to the Property, and (iii) payment of Approved Leasing Costs required under Leases entered into in accordance with the terms of
Section 4.14 hereof or existing as of the Closing Date after application of amounts then on deposit in the Leasing Reserve
Account (including any related legal fees associated or incurred in connection therewith).


 


(c)   
Upon the cure of any GSA Tenant Trigger Period, all GSA Tenant Space Leasing Reserve Funds shall be disbursed to the Restricted
Account.


 


Section
8.4.   Operating Expense Funds. On each Monthly Payment Date occurring on and after the occurrence and continuance of a
Trigger Period, to the extent funds are available after deposits required under clauses (i) through (iv) of Section
9.3(a) hereof are made in accordance with such Section 9.3(a), Borrower shall deposit (or shall cause there to be
deposited) into an Eligible Account held by Lender or Servicer (the “Operating Expense Account”) an amount
equal to the aggregate amount of Approved Operating Expenses and Approved Extraordinary Expenses incurred by Borrower for the
then current Interest Accrual Period (such amount, the “Op Ex Monthly Deposit”). Amounts deposited
pursuant to this Section 8.4 are referred to herein as the “Operating Expense Funds”. Provided no
Event of Default has occurred and is continuing, Lender shall disburse the Operating Expense Funds to Borrower to pay
Approved Operating Expenses and/or Approved Extraordinary Expenses upon Borrower’s request (which such request shall be
accompanied by an Officer’s Certificate containing reasonable detail as to the applicable expenses to which the
requested disbursement relates (if such Approved Operating Expenses and/or Approved Operating Expenses are not set forth in
the then applicable Approved Annual Budget) and attesting that such expense shall be paid with the requested disbursement).
Upon the cure of any Trigger Period (and provided no other Trigger Period is then continuing, all Operating Expenses Funds
shall be disbursed to the Restricted Account).


 






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Section
8.5.   Excess Cash Flow Funds.


 


(a)   
On each Monthly Payment Date occurring on and after the occurrence and continuance of a Trigger Period, Excess Cash Flow
for the immediately preceding Interest Accrual Period (the amounts on deposit in the Excess Cash Flow Account being herein referred
to as the “Excess Cash Flow Funds”) will be deposited into an Eligible Account with Lender or Servicer (the
 “Excess Cash Flow Account”) as required by Article 9 of this Agreement.


 


(b)    During
a Trigger Period, so long as no Event of Default has occurred and is continuing, upon written request of Borrower, Lender
shall disburse within three (3) Business Days of Borrower’s request but no more frequently than monthly, Excess Cash
Flow Funds for the following, to the extent not previously paid from funds in the Cash Management Account: (i) Debt Service
and Mezzanine Debt Service, (ii) payment of shortfalls in the required deposits into the Reserve Accounts (in each case, to
the extent required in this Agreement or the Mezzanine Loan Agreement), (iii) voluntary prepayments of the Loan and the
Mezzanine Loan in accordance with the terms of this Agreement and the Mezzanine Loan Agreement on a pro rata basis in
accordance with the terms of this Agreement and the Mezzanine Loan Agreement, as applicable, (iv) payment of any Operating
Expenses and Capital Expenditures with respect to the Property and/or Borrower (including, without limitation, expenses or
shortfalls relating to management fees, sales, use, occupancy and similar taxes on receipts), and payment of Approved Leasing
Costs required under Leases entered into in accordance with the terms of Section 5.1.20 hereof or existing as of the
Closing Date after application of amounts then on deposit in the Leasing Reserve Account (including any related legal fees
associated or incurred in connection therewith), (v) disbursements to Borrower to be distributed to its equityholders in an
amount sufficient, as reasonably determined by Borrower, to enable Borrower (or its direct or indirect equity holders) to
satisfy the distribution requirements applicable to REITs and otherwise avoid the imposition of U.S. federal and state income
and excise taxes (including, without limitation, under Sections 857 and 4981 of the IRS Code) (measured for this purpose as
if Borrower were itself a REIT, that such REIT’s assets were limited to the assets of Borrower, and that such
REIT’s income was limited to Borrower’s net taxable income (or the net taxable income of Borrower’s owner
for U.S. federal income tax purposes that is attributable to its interest in Borrower)) in an amount not to exceed $175,000
annually, provided that Borrower may exceed such cap if Borrower shall have (x) deposited cash into the Restricted
Account or Cash Management Account or (y) delivered to Lender, in each case funds not derived from the Property (and for the
avoidance of doubt, funds previously distributed in accordance with the Loan Documents and recontributed shall not be deemed
to be funds derived from the Property) or any other collateral for the Loan in the amount requested in excess of the cap of
$175,000 prior to such disbursement, (vi) payment of emergency repairs and/or life-safety items, including any such repairs
or items which are capital in nature, Lender hereby acknowledging that it shall fund (or cause its Servicer to fund) such
requests within three (3) Business Days of request by Borrower, provided further that any failure to fund such request
within three (3) Business Days shall in no event create any liability for Lender hereunder, (vii) payment of any fees and
costs which are due and payable to the Lender or its Servicer pursuant to the Loan Documents or the Mezzanine Lender pursuant
to the Mezzanine Loan Documents, (viii) payment of any shortfall of Net Proceeds with respect the costs of Restoration of the
Property after a Casualty or Condemnation incurred by, or on behalf of, the Borrower in connection therewith, (ix) (A) legal,
audit, and accounting expenses arising in connection with the Property or Borrower’s ownership and operation of the
Property to the extent not already paid by Manager or required to be reimbursed to Manager, including allocated corporate
overhead of Guarantor or Sponsor and (B) Lender approved portfolio-level expenses, which in the aggregate shall be in an
amount not to exceed $175,000 annually; provided that any legal costs arising in connection with leasing activity at
the Property (including internal legal costs allocated to the Borrower) shall not be subject to (or aggregated with any other
costs to contribute to) such cap; provided that Excess Cash Flow Funds shall not be used for expenses in connection
with (A) the enforcement of Borrower’s or Mezzanine Borrower’s rights under the Loan Documents or the Mezzanine
Loan Documents, as applicable, or (B) any defense of any enforcement by Lender or Mezzanine Lender of its respective rights
under the Loan Documents or Mezzanine Loan Documents, as applicable, and (x) costs incurred in connection with the purchase
of any Interest Rate Cap Agreement or Substitute Interest Rate Cap Agreement required hereunder. Upon the cure of any Trigger
Period (and provided no other Trigger Period is then continuing), all Excess Cash Flow Funds shall be disbursed to the
Restricted Account.


 






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Section
8.6.   Tax and Insurance Funds.


 


(a)    Borrower
shall pay (or cause to be paid) to Lender on each Monthly Payment Date during a Trigger Period (i) one-twelfth of an amount
which would be sufficient to pay the Taxes levied or assessed or imposed against the Property or any part thereof payable, or
reasonably estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be
paid in full on each Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be
held in an Eligible Account with Lender or Servicer and hereinafter referred to as the “Tax Account,” and
(ii) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property (or any
portion thereof) shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or
Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an
amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies
upon the expiration thereof (the “Monthly Insurance Deposit”), each of which such deposits shall be held
in an Eligible Account with Lender or Servicer and hereinafter referred to as the “Insurance Account”
(amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “Tax and
Insurance Funds”). In the event a Trigger Period commences, Borrower shall make a True Up Payment into the Tax
Account and the Insurance Account; provided that any such True Up Payment shall first be funded from Excess Cash Flow Funds.
Additionally, if, at any time during a Trigger Period, Lender reasonably determines that amounts on deposit in or scheduled
to be deposited in (x) the Tax Account will be insufficient to pay all applicable Taxes in full on the Tax Payment Date
and/or (y) the Insurance Account will be insufficient to pay all applicable Insurance Premiums in full on the Insurance
Payment Date, Borrower shall make a True Up Payment with respect to such insufficiency into the applicable Reserve Account;
provided that any such True Up Payment shall first be funded from Excess Cash Flow Funds. Borrower agrees to notify Lender
promptly of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which
it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate
taxing authority.


 






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(b)   
Provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists,
Lender shall be obligated to pay the Taxes on the Tax Payment Date and Insurance Premiums as they become due on their respective
due dates on behalf of Borrower by applying the Tax and Insurance Funds to the partial or full payment, as applicable, of such
Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance
Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall return any excess to Borrower.


 


(c)   
Upon the cure of any Trigger Period (and provided no other Trigger Period is then continuing), all Tax and Insurance Funds
shall be disbursed to the Restricted Account.


 


Section
8.7.   Free Rent Reserve Funds.


 


(a)   
On the Closing Date, there exists with respect to the Property outstanding free rent, gap rent, and rent abatements in the
aggregate amount of $2,736,045, as more particularly set forth on Schedule IX attached hereto (the “Closing Date
Free Rent”). On the Closing Date, Borrower shall deposit with or on behalf of Lender cash in the amount of $2,736,045
to simulate the payment of Rent during the period that the Closing Date Free Rent is in effect, which cash amount shall be transferred
into an Account (the “Free Rent Reserve Account,” and amounts deposited into the Free Rent Reserve Account,
the “Free Rent Reserve Funds”).


 


(b)   
On October 9, 2020, and thereafter on each Monthly Payment Date during any period covered as set forth on Schedule IX
attached hereto, provided that no Event of Default has occurred and is continuing, amounts equal to the correspondingly identified
amounts set forth with respect to such month on such Schedule IX shall be deposited into the Restricted Account for application
in accordance with Article 9 hereof (it being acknowledged and agreed that disbursements shall be made in accordance with
such Schedule regardless of any changes to any of the Leases (or terms thereof) identified thereon made in accordance with the
terms hereof).


 


(c)    In
lieu of Borrower making the initial deposit into the Free Rent Reserve Account pursuant to Section 8.7(a), Borrower
may deliver to Lender a Letter of Credit in the amount of such deposit in accordance with the provisions of this Agreement.
Any such Letter of Credit shall not be released in its entirety until such time as all Closing Date Free Rent periods have
been fully completed in accordance with the terms of the applicable Leases, but may, at Borrower’s option, be reduced
on a dollar-for-dollar basis as Closing Date Free Rent periods are so completed as long as the sum of the amount available
under the Letter of Credit and the amount on deposit in the Free Rent Reserve Account is at all times at least equal to one
hundred percent (100%) of the estimated costs of the Closing Date Free Rent remaining outstanding.


 






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Section
8.8.   Discounted/Free Parking Reserve Funds.


 


(a)   
On the Closing Date, there exists with respect to the Property outstanding discounted/free parking rent in the aggregate
amount of $3,305,854, as more particularly set forth on Schedule X attached hereto (the “Closing Date Discounted/Free
Parking”). On the Closing Date, Borrower shall deposit with or on behalf of Lender cash in the amount of $3,305,854,
which cash amount shall be transferred into an Account (the “Discounted/Free Parking Reserve Account,” and amounts
deposited into the Discounted/Free Parking Reserve Account, the “Discounted/Free Parking Reserve Funds”).


 


(b)   
On November 9, 2022, and thereafter on each Monthly Payment Date during any period covered as set forth on Schedule X
attached hereto until such time as the amount remaining in the Discounted/Free Parking Reserve Account is zero, provided that no
Event of Default has occurred and is continuing, amounts equal to the correspondingly identified amounts set forth with respect
to such month on such Schedule X shall be deposited into the Restricted Account for application in accordance with Article
9 hereof (it being acknowledged and agreed that disbursements shall be made in accordance with such Schedule regardless of
any changes to any of the Leases (or terms thereof) identified thereon made in accordance with the terms hereof).


 


(c)   
In lieu of Borrower making the initial deposit into the Discounted/Free Parking Reserve Account pursuant to Section 8.8(a),
Borrower may deliver to Lender a Letter of Credit in the amount of such deposit in accordance with the provisions of this Agreement.
Any such Letter of Credit shall not be released in its entirety until such time as the aggregate amount of disbursements that would
have been made pursuant to Section 8.8(b) assuming such Letter of Credit had not been delivered equals the amount of the
Closing Date Discounted/Free Parking, but may, at Borrower’s option, be reduced on a dollar-for-dollar basis on each Monthly
Payment Date in the amount of disbursements that would have been made on such Monthly Payment Date pursuant to Section 8.8(b)
assuming such Letter of Credit had not been delivered.


 


Section
8.9.   Parking Rent Shortfall Reserve Funds


 


(a)    On
the Closing Date, Borrower shall deposit with or on behalf of Lender cash in the amount of $1,350,000 (the “Initial
Parking Rent Shortfall Reserve Deposit”) to subsidize the payment of parking Rent during the initial year of the
Loan (during which it is anticipated that the Property will received decreased parking Rent) which cash amount shall be
transferred into an Account (the “Parking Rent Shortfall Reserve Account,” and amounts deposited into the
Parking Rent Shortfall Reserve Account, the “Parking Rent Shortfall Reserve Account”).


 






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(b)   
On October 9, 2020, and thereafter on each Monthly Payment Date through and including September 9, 2021, provided that no
Event of Default has occurred and is continuing, Lender shall disburse one-twelfth (1/12th) of the amount of the Initial Parking
Rent Shortfall Reserve Deposit to the Restricted Account.


 


Section
8.10.   Assessments Reserve Funds.


 


(a)   
Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date during a Trigger Period an amount which
(together with all other anticipated monthly payments under this Section 8.10(a) prior to the next such due date) would
be sufficient to pay the Assessments reasonably estimated by Lender to be payable, if any, during the next ensuing twelve (12)
months based on the Approved Annual Budget (the “Monthly Assessments Reserve Deposit”), which such deposits
shall be held in an Eligible Account with Lender or Servicer and herein referred to as the “Assessments Reserve Account,”
and amounts held in the Assessments Reserve Account are herein referred to as the “Assessments Reserve Funds”.
Additionally, if, at any time during a Trigger Period, Lender reasonably determines that amounts on deposit in or scheduled to
be deposited in the Assessments Reserve Account will be insufficient to pay all Assessments in full on the date due, Borrower shall
make a True Up Payment with respect to such insufficiency into the Assessments Reserve Account; provided that any such True Up
Payment shall first be funded from Excess Cash Flow Funds. Borrower agrees to notify Lender promptly of any changes to the amounts,
schedules and instructions for payment of any Assessments of which it has or obtains knowledge and authorizes Lender or its agent
to obtain any bills, invoices or statements for Assessments directly from the applicable parties.


 


(b)   
Provided there are sufficient amounts in the Assessments Reserve Account and no Priority Payment Cessation Period exists,
Lender shall be obligated to pay the Assessments as they become due on their respective due dates on behalf of Borrower by applying
the Assessments Reserve Funds to the payment of such Assessments. If the amount of the Assessments Reserve Funds shall exceed the
amounts due for Assessments, Lender shall return any excess to Borrower.


 


(c)   
Upon the cure of any Trigger Period (and provided no other Trigger Period is then continuing), all Assessments Reserve Funds
shall be disbursed to the Restricted Account.


 






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Section
8.11.   The Accounts Generally.


 


(a)    Borrower
hereby grants to Lender a first-priority perfected security interest in each of the Accounts (other than the Mezzanine Debt
Service Account) and any and all sums now or hereafter deposited in the Accounts (other than the Mezzanine Debt Service
Account) as additional security for payment of the Debt. Until expended or applied in accordance herewith, the Accounts and
the funds deposited therein shall constitute additional security for the Debt (other than the Mezzanine Debt Service
Account). The provisions of this Section 8.11 (together with the other related provisions of the other Loan Documents)
are intended to give Lender and/or Servicer “control” of the Accounts (other than the Mezzanine Debt Service
Account) and the Account Collateral (other than the Mezzanine Debt Service Account and amounts on deposit therein) and serve
as a “security agreement” and a “control agreement” with respect to the same, in each case, within
the meaning of the UCC. Borrower acknowledges and agrees that the Accounts (other than the Mezzanine Debt Service Account)
are subject to the sole dominion, control and discretion of Lender, its authorized agents or designees, subject to the terms
hereof, and Borrower shall have no right of withdrawal with respect to any Account except with the prior written consent of
Lender or as otherwise provided herein. The funds on deposit in the Accounts shall not constitute trust funds and may be
commingled with other monies held by Lender.


 


(b)   
Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security
interest in the Accounts or the sums deposited therein or permit any lien to attach thereto, or any levy to be made thereon, or
any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. Borrower hereby
authorizes Lender to file a financing statement or statements under the UCC in connection with any of the Accounts and the Account
Collateral in the form required to properly perfect Lender’s security interest therein. Borrower agrees that at any time
and from time to time, at its expense, Borrower will promptly execute and deliver all further instruments and documents, and take
all further action, that may be reasonably necessary or desirable, or that Lender may reasonably request, in order to perfect and
protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in
and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder with respect to
any Account (other than the Mezzanine Debt Service Account) or Account Collateral (other than the Mezzanine Debt Service Account
and amounts on deposit therein); provided, however, the same shall not otherwise increase Borrower’s obligations
or decrease any rights of Borrower under the Loan Documents, other than (i) to a de minimis extent, or (ii) to the extent
necessary to correct any scrivener’s error in a manner consistent with the parties’ intention in connection with the
Loan.


 


(c)    Notwithstanding
anything to the contrary contained herein or in any other Loan Document, upon the occurrence and during the continuance of an
Event of Default, without notice from Lender or Servicer (i) Borrower shall not have any rights in respect of the Accounts,
(ii) Lender may liquidate and transfer any amounts then invested in Permitted Investments pursuant to the applicable terms
hereof to the Accounts or reinvest such amounts in other Permitted Investments as Lender may reasonably determine is
necessary to perfect or protect any security interest granted or purported to be granted hereby or pursuant to the other Loan
Documents or to enable Lender to exercise and enforce its rights and remedies hereunder or under any other Loan Document with
respect to any Account (other than the Mezzanine Debt Service Account) or any Account Collateral (other than the Mezzanine
Debt Service Account and amounts on deposit therein), and (iii) Lender shall have all rights and remedies with respect to the
Accounts (other than the Mezzanine Debt Service Account) and the Account Collateral (other than the Mezzanine Debt Service
Account and amounts on deposit therein) as described in this Agreement and in the Security Instrument, in addition to all of
the rights and remedies available to a secured party under the UCC, and, notwithstanding anything to the contrary contained
in this Agreement or in the Security Instrument, may apply the amounts of such Accounts (other than the Mezzanine Debt
Service Account) as Lender determines in its sole discretion including, without limitation, payment of the Debt.


 






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(d)   
Except as with respect to the GSA Tenant Space Leasing Reserve Account, which shall only be required to be funded to the
extent of available Excess Cash Flow as otherwise set forth herein, the insufficiency of funds on deposit in the Accounts shall
not absolve Borrower of the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents,
and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.


 


(e)   
Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities,
actual losses, damages (excluding lost profits, diminution in value and other consequential damages, punitive damages and special
damages except to the extent paid to a third party), obligations and costs and expenses (including litigation costs and reasonable
attorneys’ fees and expenses of counsel; provided, however, that Borrower shall not be required to pay for
more than one legal counsel in connection with its indemnification hereunder unless an actual or perceived conflict of interest
exists or an indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different
from or additional to those available to another indemnified party), in each case, for Lenders arising from or in any way connected
with the Accounts, the sums deposited therein or the performance of the obligations for which the Accounts were established, except
to the extent arising from the gross negligence, willful misconduct, illegal actors or fraud of Lender or its agents or employees.
Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other
services which are to be paid from or secured by the Accounts; provided, however, that Lender may not pursue any
such right or claim unless an Event of Default has occurred and remains uncured. For the avoidance of doubt, this clause (e)
shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc., arising from any non-Tax
claim.


 


(f)   
Borrower and Lender (or Servicer on behalf of Lender) shall maintain each applicable Account as an Eligible Account, except
as otherwise expressly agreed to in writing by Lender and Borrower. In the event that Lender or Servicer no longer satisfies the
criteria for an Eligible Institution, Borrower shall cooperate with Lender in transferring the applicable Accounts to an institution
that satisfies such criteria. Borrower hereby grants Lender a power of attorney (irrevocable for so long as the Loan is outstanding)
with respect to any such transfers and the establishment of accounts with a successor institution, which shall be effective solely
to the extent that an Event of Default exists or Borrower has failed to take such action within five (5) Business Days after Lender’s
request.


 






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(g)    Interest
accrued on any Account other than an Interest Bearing Account shall not be required to be remitted either to Borrower or to
any Account and may instead be retained by Lender for the benefit of Servicer; provided, that Borrower shall not be
responsible for payment of any federal, State or local income or other tax applicable to income earned from such Accounts.
Funds deposited in the Interest Bearing Accounts shall be invested in Permitted Investments as provided for in Section
8.11(h) hereof. Interest accrued, if any, on sums on deposit in the Interest Bearing Accounts shall be remitted to and
become part of the applicable Account. All such interest that so becomes part of the applicable Account shall be disbursed in
accordance with the disbursement procedures contained herein applicable to such Account; provided, however,
that Lender may, at its election, retain any such interest for its own account during the occurrence and continuance of an
Event of Default.


 


(h)   
Sums on deposit in the Interest Bearing Accounts shall, upon Borrower’s written request, be invested in Permitted
Investments selected by Lender or Servicer provided (i) such investments are then regularly offered by Lender (or Servicer on behalf
of Lender) for accounts of this size, category and type (Borrower acknowledges that the Servicer or Lender may only offer as an
investment opportunity the right to place funds on deposit in the applicable Accounts in an interest bearing account (bearing interest
at the money market rate)), (ii) such investments are permitted by applicable federal, State and local rules, regulations and laws,
(iii) the maturity date of the Permitted Investment is not later than the date on which sums in the Interest Bearing Accounts are
required to be disbursed pursuant to the terms hereof, and (iv) no Event of Default shall have occurred and be continuing. All
income earned from the aforementioned Permitted Investments shall be property of Borrower and Borrower hereby irrevocably authorizes
and directs Lender (or Servicer on behalf of Lender) to hold any income earned from the aforementioned Permitted Investments as
part of the applicable Interest Bearing Account. Borrower shall be responsible for payment of any federal, State or local income
or other tax applicable to income earned from Permitted Investments. No other investments of the sums on deposit in the Interest
Bearing Accounts shall be permitted. Lender shall not be liable for any loss sustained on the investment of any funds in the Interest
Bearing Accounts.


 


(i)   
Borrower acknowledges and agrees that it solely shall be, and shall at all times remain, liable to the institution holding
each Account for all fees, charges, costs and expenses in connection with such Account, this Agreement and the enforcement hereof,
including, without limitation, any monthly or annual fees or charges as may be assessed by such institution in connection with
the administration of such Account.


 


(j)   
Any amount remaining in the Reserve Funds after the Debt has been paid in full shall be promptly paid to (i) in the event
the Mezzanine Loan is outstanding, Mezzanine Lender; or (ii) in the event the Mezzanine Loan has been indefeasibly paid in full,
Borrower.


 



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Section 8.12.    Letters of
Credit.


 


(a)    This
Section shall apply to any Letters of Credit which are permitted to be delivered pursuant to the express terms and conditions
hereof. Other than in connection with any Letters of Credit delivered in connection with the closing of the Loan, Borrower
shall give Lender no less than ten (10) days’ written notice of Borrower’s election to deliver a Letter of Credit
together with a draft of the proposed Letter of Credit and Borrower shall pay to Lender all of Lender’s reasonable
out-of-pocket costs and expenses in connection therewith. No party other than Lender shall be entitled to draw on any such
Letter of Credit. In the event that any disbursement of any Reserve Funds relates to a portion thereof provided through a
Letter of Credit, any “disbursement” of said funds as provided above shall be deemed to refer to (i) Borrower
providing Lender a replacement Letter of Credit in an amount equal to the original Letter of Credit posted less the amount of
the applicable disbursement provided hereunder and (ii) Lender, after receiving such replacement Letter of Credit, returning
such original Letter of Credit to Borrower; provided, that, no replacement Letter of Credit shall be required
with respect to the final disbursement of the applicable Reserve Funds such that no further sums are required to be deposited
in the applicable Reserve Funds. Borrower shall have no reimbursement obligations with respect to any Letter of Credit
delivered hereunder, which shall be a capital contribution to Borrower and shall be accompanied by the execution and delivery
of a contribution agreement in the form attached hereto as Exhibit C.


 


(b)   
Each Letter of Credit delivered hereunder shall be additional security for the payment of the Debt. Upon the occurrence
and during the continuance of an Event of Default, Lender shall have the right, at its option, to draw on any Letter of Credit
and to apply all or any part thereof to the payment of the items for which such Letter of Credit was established or to apply each
such Letter of Credit to payment of the Debt in such order, proportion or priority as Lender may determine. Any such application
to the Debt shall be subject to the terms and conditions hereof relating to application of sums to the Debt. Lender shall have
the additional rights to draw in full any Letter of Credit: (i) if Lender has received a notice from the issuing bank that the
Letter of Credit will not be renewed and a substitute Letter of Credit is not provided at least fifteen (15) Business Days prior
to the date on which the outstanding Letter of Credit is scheduled to expire; (ii) if Lender has not received a notice from the
issuing bank that it has renewed the Letter of Credit at least fifteen (15) Business Days prior to the date on which such Letter
of Credit is scheduled to expire and a substitute Letter of Credit is not provided at least fifteen (15) Business Days prior to
the date on which the outstanding Letter of Credit is scheduled to expire; (iii) upon receipt of notice from the issuing bank that
the Letter of Credit will be terminated (except if the termination of such Letter of Credit is permitted pursuant to the terms
and conditions hereof or a substitute Letter of Credit is provided by no later than fifteen (15) Business Days prior to such termination);
(iv) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Eligible Institution and Borrower
has not substituted a Letter of Credit from an Eligible Institution within fifteen (15) days after notice; and/or (v) if the bank
issuing the Letter of Credit shall fail to (A) issue a replacement Letter of Credit in the event the original Letter of Credit
has been lost, mutilated, stolen and/or destroyed or (B) consent to the transfer of the Letter of Credit to any Person designated
by Lender. If Lender draws upon a Letter of Credit pursuant to the terms and conditions of this Agreement, provided no Event of
Default exists, Lender shall apply all or any part thereof for the purposes for which such Letter of Credit was established. Notwithstanding
anything to the contrary contained in the above, Lender is not obligated to draw any Letter of Credit upon the happening of an
event specified in (i), (ii), (iii), (iv) or (v) above and shall not be liable for any losses sustained by Borrower due to the
insolvency of the bank issuing the Letter of Credit if Lender has not drawn the Letter of Credit.


 






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(c)   
 Notwithstanding anything to the contrary contained herein, Borrower shall only be permitted to deliver a Letter of Credit
hereunder to the extent the amount of such Letter of Credit, together with the amounts of all other outstanding Letters of Credit
in favor of Lender, does not exceed ten percent (10%) of the Outstanding Principal Balance.


 


ARTICLE 9.


 


CASH MANAGEMENT


 


Section 9.1.    Establishment of Certain
Accounts.


 


(a)   
Borrower shall, simultaneously herewith, establish an Eligible Account (the “Restricted Account”) pursuant
to the Restricted Account Agreement in the name of Borrower for the sole and exclusive benefit of Lender into which Borrower shall
deposit, or cause to be deposited, all revenue generated by the Property. Funds on deposit in the Restricted Account may be transferred
on each Business Day to or at the direction of Borrower unless a Trigger Period exists, in which case such funds shall be transferred
on each Business Day to the Cash Management Account pursuant to the Restricted Account Agreement.


 


(b)   
Upon the first occurrence of a Trigger Period, Lender, on Borrower’s behalf, shall establish an Eligible Account (the
 “Cash Management Account”) with Lender or Servicer, as applicable, in the name of Borrower for the sole and
exclusive benefit of Lender. Upon the first occurrence of a Trigger Period, Lender, on Borrower’s behalf, shall also establish
with Lender or Servicer (i) an Eligible Account into which the amounts required for the payment of Debt Service under the Loan
will be deposited (the “Debt Service Account”), (ii) an Eligible Account into which the amounts required for
the payment of Custodial Funds under the Loan will be deposited (the “Custodial Funds Account”), and (iii) an
Eligible Account into which the amounts required for the payment of Mezzanine Debt Service under the Mezzanine Loan will be deposited
(the “Mezzanine Debt Service Account”).


 


Section
9.2.    Deposits into the Restricted Account; Maintenance of Restricted Account.


 


(a)    Borrower
represents, warrants and covenants that, so long as the Debt remains outstanding, (i) Borrower shall, or shall cause Manager
and Parking Manager to, deposit all revenue derived from the Property and received by Borrower, Manager, or Parking Manager,
as the case may be, into the Restricted Account within five (5) Business Days of receipt thereof; (ii) (A) within five (5)
Business Days following the Closing Date, Borrower shall send notices (each such notice, a “Direction
Notice”), substantially in the form of Exhibit A attached hereto, to all Tenants now occupying space at the
Property directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted
Account (unless such Tenant is already paying all rents and other sums under its Lease to the Restricted Account), (B)
simultaneously with the execution of any Lease entered into on or after the date hereof in accordance with the applicable
terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease a Direction Notice and (C) Borrower
shall continue to send the aforesaid Direction Notices until each addressee thereof complies with the terms thereof; (iii)
there shall be no other accounts (other than the Restricted Account) maintained by Borrower or any other Person into which
revenues from the ownership and operation of the Property are directly deposited; and (iv) neither Borrower nor any other
Person shall open any other such account with respect to the direct deposit of income in connection with the Property. Until
deposited into the Restricted Account, any Rents and other revenues from the Property held by Borrower shall be deemed to be
collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Security
Instrument and shall not be commingled with any other funds or property of Borrower. Borrower warrants and covenants that,
until the Loan is paid in full, it shall not rescind, withdraw or change any notices or instructions required to be sent
pursuant to this Section 9.2 without Lender’s prior written consent.


 






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(b)    Borrower
shall maintain the Restricted Account for so long as the Debt remains outstanding, which Restricted Account shall be under
the sole dominion and control of Lender (subject to the terms hereof and of the Restricted Account Agreement). The Restricted
Account shall have a title evidencing the foregoing in a manner reasonably acceptable to Lender. Borrower hereby grants to
Lender a first priority security interest in the Restricted Account and all deposits at any time contained therein and the
proceeds thereof and will take all actions reasonably necessary to maintain in favor of Lender a perfected first priority
security interest in the Restricted Account. Borrower hereby authorizes Lender to file UCC Financing Statements and
continuations thereof with respect to Lender’s security interest in the Restricted Account and all deposits at any time
contained therein and the proceeds thereof. All costs and expenses for establishing and maintaining the Restricted Account
(or any successor thereto) shall be paid by Borrower. All monies now or hereafter deposited into the Restricted Account shall
be deemed additional security for the Debt. Borrower shall pay all sums due under and otherwise comply with the Restricted
Account Agreement. Borrower shall not alter or modify either the Restricted Account or the Restricted Account Agreement, in
each case without the prior written consent of Lender. Borrower shall use commercially reasonable efforts to ensure that the
Restricted Account Agreement shall provide (and Borrower shall authorize and instruct Bank to provide) Lender online access
to bank and other financial statements relating to the Restricted Account (including, without limitation, a listing of the
receipts being collected therein). In connection with any Secondary Market Transaction, Lender shall have the right to cause
the Restricted Account to be entitled with such other designation as Lender may select to reflect an assignment or transfer
of Lenders’ rights and/or interests with respect to the Restricted Account. Lender shall provide Borrower with prompt
written notice of any such renaming of the Restricted Account. Except for liens (if any) in favor of Bank pursuant to the
Restricted Account Agreement, Borrower shall not further pledge, assign or grant any security interest in the Restricted
Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon,
or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. The
Restricted Account (i) shall be an Eligible Account and (ii) shall not be commingled with other monies held by Borrower or
Bank. Upon (A) Bank ceasing to be an Eligible Institution, (B) the Restricted Account ceasing to be an Eligible Account, (C)
any resignation by Bank or termination of the Restricted Account Agreement by Bank or Lender and/or (D) the occurrence and
continuance of an Event of Default, Borrower shall, within fifteen (15) days of Lender’s request, (1) cooperate with
Lender to terminate the existing Restricted Account Agreement, (2)  appoint
a new Bank (which such Bank shall (I) be an Eligible Institution, (II) other than during the continuance of an Event of
Default, be selected by Borrower and approved by Lender and (III) during the continuance of an Event of Default, be selected
by Lender), (3) cause such Bank to open a new Restricted Account (which such account shall be an Eligible Account) and enter
into a new Restricted Account Agreement with Lender on substantially the same terms and conditions as the previous Restricted
Account Agreement and (4) send new Direction Notices and the other notices required pursuant to the terms hereof relating to
such new Restricted Account Agreement and Restricted Account. Borrower constitutes and appoints Lender its true and lawful
attorney-in-fact with full power of substitution to complete or undertake any action required of Borrower under this Section
9.2 in the name of Borrower in the event an Event of Default exists or Borrower fails to do the same within five (5) days
of receipt of written notice. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be
revoked. Notwithstanding anything to the contrary herein or in any other Loan Document, in connection with a repayment of the
Debt in full, Lender hereby agrees to execute and deliver such instruments and documents as may be required by Bank or
Borrower to terminate the Restricted Account Agreement and Lender’s interest in the Restricted Account, which
documentation shall be delivered and held in escrow at Borrower’s request pending confirmation of repayment of the Debt
in full, or otherwise shall be provided within three (3) Business Days of Borrower’s request.


 






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Section 9.3.    Disbursements
from the Cash Management Account.


 


(a)   
On each Monthly Payment Date during a Trigger Period, Lender or Servicer, as applicable, shall allocate, without duplication,
all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority
(so long as no Event of Default then exists; provided that Borrower shall have the right to receive disbursements of Custodial
Funds even during the continuance of an Event of Default):


 


(i)                 First,
funds sufficient to pay any Custodial Funds then due and payable, which amount shall be deposited in the Custodial Funds Account;


 


(ii)                Second,
funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date (if any) and any True Up Payments
required to be made in the Tax Account (if any) shall be deposited in the Tax Account;


 


(iii)              Third,
funds sufficient to pay the Monthly Assessments Deposit due for the then applicable Monthly Payment Date (if any) and any True
Up Payments required to be made in the Assessments Reserve Account (if any) shall be deposited in the Assessments Reserve Account;


 


(iv)              Fourth,
funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date (if any) and any True Up
Payments required to be made in the Insurance Account (if any) shall be deposited in the Insurance Account;


 






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(v)              Fifth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date shall be deposited in the
Debt Service Account;


 


(vi)             Sixth,
funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other
Loan Documents, if any, shall be deposited with or as directed by Lender;


 


(vii)           Seventh,
funds sufficient to pay the Op Ex Monthly Deposit for the then-current Monthly Payment Date (if any) shall be deposited in the
Operating Expense Account;


 


(viii)          Eighth, funds sufficient to pay the Monthly Leasing Reserve Deposit for the then applicable Monthly Payment Date shall be
deposited in the Leasing Reserve Account;


 


(ix)              Ninth,
funds sufficient to pay the Mezzanine Debt Service due on the applicable Monthly Payment Date as well as other sums then due and
required to be paid to Mezzanine Lender pursuant to Article 2 of the Mezzanine Loan Agreement (other than the payment of any outstanding
principal balance of the Mezzanine Loan on the Maturity Date (as defined in the Mezzanine Loan), whether such Maturity Date (as
defined in the Mezzanine Loan) is the scheduled Maturity Date (as defined in the Mezzanine Loan) or an earlier date due to an
acceleration of the Mezzanine Loan) shall be deposited in the Mezzanine Debt Service Account;


 


(x)               Tenth,
aggregate funds in an amount equal to five percent (5%) of the Op Ex Monthly Deposit for the then-current Monthly Payment Date
(if any) shall be deposited in the Operating Expense Account; and


 


(xi)               Eleventh,
during the continuation of a GSA Tenant Trigger Period, the GSA Tenant Space Leasing Reserve Monthly Deposit (to the extent of
amounts remaining after deposits for items (i) through (x) above (the “Excess Cash Flow”)) shall
be deposited in the GSA Tenant Space Leasing Reserve Account until such time as the aggregate amount deposited as a result of
the GSA Tenant Trigger Period equals the GSA Tenant Trigger Cap; and


 


(xii)             Twelfth,
all remaining Excess Cash Flow shall be deposited in the Excess Cash Flow Account.


 


(b)    Lender
agrees that, if an Event of Default has occurred and is continuing but a Priority Payment Cessation Period has not occurred,
Lender shall apply amounts on deposit in the Cash Management Account to payment of the Priority Waterfall Payments
(provided that payments of Priority Waterfall Payments under clause (vii) above shall only be made to the
extent that funds remain available after payment of amounts due under clauses (i) through (vi) above) and any
amounts remaining in the Cash Management Account after payment of such Priority Waterfall Payments (other than amounts needed
to pay Custodial Funds, which shall be released to Borrower pursuant to Section 9.5 below) may be applied by Lender in
such order and priority as Lender shall determine. During the continuance of an Event of Default, if a Priority Payment
Cessation Period exists Lender may apply all amounts in the Cash Management Account (other than amounts needed to pay
Custodial Funds, which shall be released to Borrower pursuant to Section 9.5 below) in such order and priority as
Lender shall determine.


 






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Section
9.4.    Withdrawals from the Debt Service Account. Prior to the occurrence and continuance of an Event of Default, funds on deposit
in the Debt Service Account, if any, shall be used to pay Debt Service when due, together with any late payment charges or interest
accruing at the Default Rate.


 


Section
9.5.    Withdrawals from the Custodial Funds Account. Within five (5) Business Days after Borrower’s written request setting
forth the amount to be disbursed, supported by an Officer’s Certificate certifying that such amounts are then due and payable
(or will be then due and payable during such month) and will be applied solely to the payment of Custodial Funds, Lender or Servicer
shall disburse funds on deposit in the Custodial Funds Account for the payment of such Custodial Funds then due and payable (or
that will be due and payable during such month) to Borrower notwithstanding the continuance of an Event of Default or Trigger Period.


 


Section
9.6.    Withdrawals from the Mezzanine Debt Service Account. Prior to the occurrence and continuance of an Event of Default, funds
on deposit in the Mezzanine Debt Service Account, if any, shall be used to pay Mezzanine Debt Service when due.


 


Section
9.7.    Payments Received Under this Agreement. Notwithstanding anything to the contrary contained in this Agreement or the other
Loan Documents, provided no Event of Default has occurred and is continuing, Borrower’s obligations with respect to the monthly
payment of Debt Service and amounts due for the Reserve Accounts shall (provided Lender is not prohibited from withdrawing or applying
any funds in the applicable Accounts by operation of law or otherwise) be deemed satisfied to the extent sufficient amounts are
deposited in applicable Accounts to satisfy such obligations on the dates each such payment is required, regardless of whether
any of such amounts are so applied by Lender.


 


Section
9.8.    Distributions to Mezzanine Borrower. All transfers of funds on deposit in the Cash Management Account to the Mezzanine
Debt Service Account or otherwise to or for the benefit of Mezzanine Borrower or Mezzanine Lender pursuant to this Agreement, the
Cash Management Agreement or any of the other Loan Documents or Mezzanine Loan Documents are intended by Borrower to constitute,
and shall constitute, direct or indirect, as applicable, distributions from Borrower to the Mezzanine Borrower and shall be recorded
accordingly in the books and records of the Borrower and Mezzanine Borrower and comply with the separateness provisions set forth
in Section 5.1 hereof. No provision of the Loan Documents or the Mezzanine Loan Documents shall create a debtor-creditor
relationship between Borrower and Mezzanine Borrower or between Borrower and Mezzanine Lender.


 


Section
9.9.    Lender Reliance. Lender shall have no duty to confirm, inquire or determine whether a Mezzanine Loan Event of Default
or Mezzanine Trigger Period has occurred. Lender may rely on any notice it believes in good faith to be genuine and given by Mezzanine
Lender.


 






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Section 9.10.    Cure of Certain
Trigger Periods.


 


(a)   
 Any Trigger Period that has commenced solely as a result of a GSA Tenant Trigger Period or a Low Cash Flow Period shall
terminate upon the date that the Debt Yield (tested each fiscal quarter) is equal to or greater than the applicable Debt Yield
set forth in clause (b) of the definition of “Low Cash Flow Period” for two (2) consecutive fiscal quarters,
provided that no other Trigger Period then exists for any other reason. In addition, in the event of the occurrence and
continuance of a Trigger Period solely as a result of the occurrence and continuance of a GSA Tenant Trigger Period or a Low Cash
Flow Period, Borrower shall be deemed to have cured such GSA Tenant Trigger Period or Low Cash Flow Period if Borrower shall have
either (i) prepaid the Loan and the Mezzanine Loan in accordance with Section 2.7(a) hereof (including payment of any applicable
Prepayment Premium), (ii) delivered to Lender cash (the “Low Cash Flow Period Threshold Collateral”) or (iii)
delivered to Lender a Letter of Credit (the “Low Cash Flow Period Threshold Letter of Credit”), in each case
in an amount which, when or if applied to the Outstanding Principal Balance and the outstanding principal balance of the Mezzanine
Loan, if applicable, would be sufficient such that the applicable Debt Yield test in clause (b) 
of the definition of “Low Cash Flow Period” is satisfied (and such cure shall be immediate and shall not require
Borrower to wait until the end of two (2) consecutive fiscal quarters before the termination of the applicable GSA Tenant Trigger
Period or Low Cash Flow Period).


 


(b)   
Any
Low Cash Flow Period Threshold Collateral shall be transferred by Lender into an Account (the “Low Cash Flow Period Threshold
Collateral Account”) to be held by Lender as cash collateral for the Debt. Any Low Cash Flow Period Threshold Letter
of Credit shall be a capital contribution to Borrower and shall be accompanied by the execution and delivery of a contribution
agreement in the form attached hereto as Exhibit C. If the requirements of clauses (a)(ii) or (a)(iii) above
are satisfied by Borrower, Borrower shall not be subject to a Trigger Period as a result of a GSA Tenant Trigger Period or a Low
Cash Flow Period until such time as the Low Cash Flow Period Threshold Collateral if applied to the Outstanding Principal Balance
or Low Cash Flow Period Threshold Letter of Credit if drawn upon and applied to the Outstanding Principal Balance, as applicable,
would not be sufficient to prevent the occurrence of a GSA Tenant Trigger Period or a Low Cash Flow Period. Following the termination
of the Trigger Period (determined without consideration of the Low Cash Flow Period Threshold Collateral or Low Cash Flow Period
Threshold Letter of Credit, as applicable) and provided no other Trigger Period resulting from a separate event has occurred which
has not been cured, Lender shall, at Borrower’s request, return to Borrower the Low Cash Flow Period Threshold Collateral
or Low Cash Flow Period Threshold Letter of Credit, as applicable (to the extent not previously disbursed or applied by Lender
in accordance with this Agreement and the other Loan Documents).


 






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ARTICLE 10.


 


EVENTS OF DEFAULT;
REMEDIES


 


Section 10.1.    Event of Default.


 


The occurrence of any one
or more of the following events shall constitute an “Event of Default”:


 


(a)   
if (A) any monthly Debt Service payment or the payment due on the Maturity Date is not paid when due, (B) any deposit to
any of the Accounts required hereunder or under the other Loan Documents is not made within five (5) Business Days of the date
when due or (C) any other portion of the Debt is not paid when due and such non-payment under this clause (C) continues
for five (5) Business Days following notice to Borrower that the same is due and payable, except to the extent that (i) sums sufficient
to make such payment are available in the Cash Management Account (taking into account the priority of payment in Section 9.3)
and (ii) Lender’s access to such sums is not restricted or constrained in any manner;


 


(b)   
subject to Borrower’s right to contest Taxes or Other Charges as set forth herein, if any of the Taxes or Other Charges
are not paid prior to delinquency except to the extent sums sufficient to pay such Taxes and Other Charges have been deposited
with Lender in accordance with the terms of this Agreement and Lender’s access to such sums is not restricted or constrained
in any manner;


 


(c)   
if (A) the Policies are not kept in full force and effect, except to the extent sums sufficient to pay such the premiums
for the Policies have been deposited with Lender in accordance with the terms of this Agreement and Lender’s access to such
sums is not restricted or constrained in any manner, or (B) if evidence of the same is not delivered to Lender as provided in Section
7.1 hereof, and with respect to the evidence to be delivered pursuant to clause (B), if such failure continues for ten
(10) Business Days after written notice from Lender;


 


(d)   
any of the representations, covenants or provisions contained in Article 5 (other than Section 5.1(a)(xxi), which
is addressed in clause (j) below), Article 6 (but excluding failure to comply with the prior notice requirements
set forth in the definition of “Permitted Transfer” in Section 6.3 of this Agreement or “Permitted Assumption”
in Section 6.4 of this Agreement, and provided that the failure to provide any information required in connection with any
transfer that would, but for the failure to provide such information, constitute a Permitted Transfer or Permitted Assumption,
shall not constitute an Event of Default hereunder, if such information is provided within ten (10) Business Days of the date Borrower
becomes actually aware of such failure), Section 3.36, Section 3.37, or Section 4.28 hereof are breached or
violated; provided, however, that in the case of a breach under Section 3.36, Section 3.37, Section
4.28 or Section 5.1(a), such breach shall not constitute an Event of Default hereunder if (i) such breach or violation
was inadvertent and capable of being cured, and (ii) within ten (10) Business Days of the date Borrower becomes actually aware
of such breach or violation, Borrower cures (or causes to be cured) such breach or violation and provides Lender with satisfactory
evidence thereof;


 


(e)    if
any representation or warranty made herein, in the Guaranty, in the Environmental Indemnity or in any other guaranty, or in
any certificate, report, financial statement or other instrument or document furnished to Lender in connection with the Loan
shall have been false or misleading in any material respect when made, unless the fact underlying such representation or
warranty is capable of being cured (and is cured) by the Borrower within thirty (30) days after the Borrower’s actual
knowledge thereof;


 






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(f)   
if (i) Borrower, any SPE Component Entity or Guarantor shall commence any case, proceeding or other action (A) under any
Creditors Rights Laws seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, liquidation or dissolution, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial part of its assets, or Borrower, any SPE Component Entity,
Guarantor, or any managing member or general partner of Borrower, any SPE Component Entity or Guarantor shall make a general assignment
for the benefit of its creditors; (ii) there shall be commenced against Borrower, any SPE Component Entity, Guarantor or any managing
member or general partner of Borrower, any SPE Component Entity or Guarantor any case, proceeding or other action of a nature referred
to in clause (i) above (other than any case, action or proceeding already constituting an Event of Default by operation
of the other provisions of this subsection) which (A) results in the entry of an order for relief or any such adjudication or appointment
or (B) remains undismissed, undischarged or unbonded for a period of ninety (90) days; (iii) there shall be commenced against Borrower,
any SPE Component Entity or Guarantor any case, proceeding or other action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its assets (other than any case, action or proceeding already
constituting an Event of Default by operation of the other provisions of this subsection) which results in the entry of any order
for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within ninety (90) days from
the entry thereof; (iv) Borrower, any SPE Component Entity or Guarantor shall take any action in furtherance of, in collusion with
respect to, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii),
or (iii) above; (v) Borrower, any SPE Component Entity or Guarantor shall admit in writing its insolvency or inability to
pay its debts as they become due if such admission in writing was made in bad faith with the intent of facilitating an involuntary
bankruptcy proceeding of Borrower, any SPE Component Entity or Guarantor and such writing is the basis for an involuntary bankruptcy
proceeding of Borrower, any SPE Component Entity or Guarantor that is not vacated, discharged, or stayed or bonded pending appeal
within ninety (90) days; (vi) any Borrower Party (other than an Affiliated Manager) is substantively consolidated with any other
entity in connection with any proceeding under the Bankruptcy Code or any other Creditors Rights Laws involving Borrower, any SPE
Component Entity or Guarantor; or (vii) a Bankruptcy Event occurs;


 


(g)   
if Borrower shall be in default beyond applicable notice and grace periods under any other mortgage, deed of trust, deed
to secure debt or other security agreement covering any part of the Property whether it be superior or junior in lien to the Security
Instrument;


 


(h)    if
the Property (or any portion thereof) becomes subject to any mechanic’s, materialman’s or other lien (other than
Permitted Encumbrances) and the lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of
sixty (60) days after Borrower obtains actual knowledge of such lien unless Borrower shall be contesting such lien (to the
extent permitted in this Agreement) and in accordance with all applicable Legal Requirements;


 






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(i)   
subject to Borrower’s right to contest Taxes as set forth herein, if any federal tax lien (other than a Permitted
Encumbrance) is filed against Borrower, any SPE Component Entity, Guarantor or the Property (or any portion thereof) and same is
not discharged of record (by payment, bonding or otherwise) within thirty (30) days after Borrower obtains actual knowledge of
such lien (except that, if Borrower is diligently and expeditiously proceeds to discharge the same, such thirty (30) day period
shall be extended for an additional thirty (30) day period; provided, however, that if a foreclosure has commenced,
Borrower must discharge same immediately);


 


(j)   
if any of the factual assumptions (other than those relating to Lender) contained in the Non-Consolidation Opinion or in
any New Non-Consolidation Opinion (including, without limitation, in any schedules thereto and/or certificates delivered in connection
therewith) are untrue or shall become untrue, in each case, in any material respect; provided, however, that any
such untrue assumption shall not constitute an Event of Default hereunder if (i) such untrue assumption was inadvertent, capable
of being cured and could not be reasonably expected to result in a Material Adverse Effect and (ii) within ten (10) Business Days
of the date Borrower becomes aware of such untrue assumption, Borrower cures (or causes to be cured) such untrue assumption and,
if required by Lender, Borrower delivers a New Non-Consolidation Opinion or an update (from the original issuing firm) to the applicable
existing Non-Consolidation Opinion confirming that such breach does not alter the opinions given therein;


 


(k)   
if (A) any of the financial covenants in Section 26(d) of the Guaranty are breached or (B) any other default occurs
under the guaranty or indemnity executed in connection herewith for the benefit of Lender (including, without limitation, the Environmental
Indemnity and/or the Guaranty) and such default continues after the expiration of applicable notice, grace and/or cure periods,
if any; provided that any such breach or default described in (A) or (B) shall not constitute an Event of Default if (1)
such breach or default was inadvertent, immaterial and non-recurring, (2) such breach or default is non-monetary in nature, and
(3) such breach or default is curable and Borrower or Guarantor shall promptly cure such breach or default within five (5) calendar
days of Borrower’s or Guarantor’s obtaining actual knowledge of such breach or default;


 


(l)   
at Lender’s option, if a Reporting Failure continues for sixty (60) days after written demand is made for delivery
of the related Required Financial Item(s) (or such longer period of time agreed to by Lender in its sole discretion taking into
account an explanation from Borrower as to why such Required Financial Item(s) cannot be timely delivered);


 


(m)    if,
(A) at any time the Manager is not a Qualified Manager or (B) the Management Agreement is canceled, terminated, surrendered,
expires pursuant to its terms or otherwise ceases to be in full force and effect, in each case, in violation of the terms of
this Agreement, unless in either case the Borrower replaces Manager with a Qualified Manager pursuant to a Qualified
Management Agreement within ten (10) Business Days;


 






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(n)   
if any representation under Section 3.7 or Section 3.9 and/or covenant under Section 4.19 or Section
4.26 herein relating to ERISA or CFIUS Laws matters is breached other than a breach that, when taken together with any other
uncured such breaches in the aggregate, does not result in and is not reasonably likely to result in a Material Adverse Effect
and such breach is promptly remedied after Borrower obtains actual knowledge of the same in a manner Lender reasonably determines
to be acceptable to Lender;


 


(o)   
if Borrower shall fail to observe, perform or discharge any of Borrower’s obligations, covenants, conditions or agreements
under the Interest Rate Cap Agreement and otherwise comply with the covenants set forth in Section 2.8 hereof and such failure
is not cured within ten (10) Business Days after Borrower’s actual knowledge thereof;


 


(p)   
if a Transfer occurs as a result of the completion of a foreclosure by Mezzanine Lender under the Mezzanine Loan Documents
without satisfaction of the requirements for a substitute limited recourse guaranty and environmental indemnity agreement under
the Intercreditor Agreement; provided that if such foreclosure is set aside, unwound, reversed or other similar action by
court order and the Sponsor or Affiliate of the Sponsor who owned the equity interest in Borrower prior to the completion of the
foreclosure is therefore reinstated as the direct or indirect owner of Borrower, and Guarantor reaffirms the Guaranty and the Environmental
Indemnity, any Event of Default under this clause (p) shall be automatically deemed cured and any default interest that
has accrued solely due to an Event of Default pursuant to this clause (p) shall be deemed waived;


 


(q)   
any material amendment, material modification and/or termination of the Co-Tenancy Agreement in each case by Borrower without
Lender’s prior written consent;


 


(r)   
with respect to any default or breach of any term, covenant or condition of this Agreement not specified in subsections
(a) through (q) above or not otherwise specifically specified as an Event of Default in this Agreement, if the same
is not cured (i) within ten (10) Business Days after notice from Lender (in the case of any default which can be cured by the payment
of a sum of money) or (ii) within thirty (30) days after notice from Lender (in the case of any other default or breach); provided,
that, with respect to any default or breach specified in subsection (ii), if the same cannot reasonably be cured within
such thirty (30) day period and Borrower shall have commenced to cure the same within such thirty (30) day period and thereafter
diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for so long as it shall require
Borrower in the exercise of due diligence to cure the same, it being agreed that no such extension shall be for a period in excess
of ninety (90) days; or


 


(s)    if
any default exists under any of the other Loan Documents beyond any applicable cure periods contained in such Loan Documents
and (for the avoidance of doubt, without limiting any other Event of Default set forth in the Loan Documents) the same is not
cured (i) within ten (10) Business Days after notice from Lender (in the case of any default which can be cured by the
payment of a sum of money) or (ii) within thirty (30) days after notice from Lender (in the case of any other default or
breach); provided, that, with respect to any default or breach specified in subsection (ii), if the same cannot
reasonably be cured within such thirty (30) day period and Borrower shall have commenced to cure the same within such thirty
(30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be
extended for so long as it shall require Borrower in the exercise of due diligence to cure the same, it being agreed that no
such extension shall be for a period in excess of ninety (90) days.


 






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Section 10.2.    Remedies.


 


(a)   
To the extent permitted by applicable law, upon the occurrence and during the continuance of an Event of Default (other
than an Event of Default described in Section 10.1(f) above with respect to Borrower or any SPE Component Entity) and at
any time thereafter Lender may, in addition to any other rights or remedies available to it pursuant to this Agreement, the Security
Instrument, the Note and the other Loan Documents or at law or in equity, take such action, without notice or demand except as
is otherwise expressly required by the Loan Documents, that Lender deems advisable to protect and enforce Lender’s rights
against Borrower and in the Property, including, without limitation, declaring the Debt to be immediately due and payable, and
Lender may enforce or avail itself of any or all rights or remedies provided in this Agreement, the Security Instrument, the Note
and the other Loan Documents against Borrower and the Property, including, without limitation, all rights or remedies available
at law or in equity. Upon any Event of Default described in Section 10.1(f) above with respect to Borrower or any SPE Component
Entity, the Debt and all other obligations of Borrower under this Agreement, the Security Instrument, the Note and the other Loan
Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives
any such notice or demand, anything contained herein or in the Security Instrument, the Note and the other Loan Documents to the
contrary notwithstanding.


 


(b)    Upon
the occurrence and during the continuance of an Event of Default, to the extent permitted by applicable law, all or any one
or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement, the
Security Instrument, the Note or the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or
in equity may be exercised by Lender, at any time and from time to time, whether or not all or any of the Debt shall be
declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the
enforcement of Lender’s rights and remedies under this Agreement, the Security Instrument, the Note or the other Loan
Documents with respect to the Property. Any such actions taken by Lender shall be cumulative and concurrent and may be
pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender has
determined, in its discretion, to the fullest extent permitted by applicable law, without impairing or otherwise affecting
the other rights and remedies of Lender permitted by applicable law, equity or contract or as set forth herein or in the
Security Instrument, the Note or the other Loan Documents. No delay or omission to exercise any remedy, right or power
accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but
any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one
Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event
of Default by Borrower or to impair any remedy, right or power consequent thereon.


 






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(c)   
Lender shall have the right from time to time to partially foreclose the Security Instrument in any manner and for any amounts
secured by the Security Instrument then due and payable as determined by Lender in its sole discretion including, without limitation,
the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more
scheduled payments of principal and interest, Lender may foreclose the Security Instrument to recover such delinquent payments,
or (ii) in the event Lender elects to accelerate less than the entire Outstanding Principal Balance of the Loan, Lender may foreclose
the Security Instrument to recover so much of the principal balance of the Loan as Lender may and such other sums secured by the
Security Instrument as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to
the Security Instrument to secure payment of sums secured by the Security Instrument and not previously recovered.


 


(d)   
During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other
Loan Documents into one or more separate notes, Security Instrument and other security documents (the “Severed Loan Documents”)
in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and
remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender,
a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding
sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender
as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or
desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided,
however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been
given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower shall not be obligated to
pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents
and the Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents
and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing
Date.


 


(e)   
To the extent permitted by applicable law and notwithstanding anything to the contrary contained herein or in any other
Loan Document, any amounts recovered from the Property (or any portion thereof) or any other collateral for the Loan and/or paid
to or received by Lender may, after an Event of Default, be applied by Lender toward the Debt in such order, priority and proportions
as Lender shall determine in its sole discretion.


 






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(f)    To
the extent permitted by applicable law, upon the occurrence and during the continuance of an Event of Default, Lender may,
but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any
obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of
Borrower hereunder in such manner and to such extent as Lender may deem necessary. Lender is authorized to enter upon the
Property for such purposes, or appear in, defend, or bring any action or proceeding to protect the Lenders’ interest in
the Property for such purposes, and the actual out-of-pocket cost and expense thereof (including reasonable attorneys’
fees to the extent permitted by applicable law), with interest as provided in this Section 10.2, shall constitute a
portion of the Debt and shall be due and payable to Lender for itself or for the account of any Lender, as applicable upon
demand. All such actual out-of-pocket costs and expenses incurred by Lender in remedying such Event of Default or such failed
payment or act or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate,
for the period after such cost or expense was incurred until the date of payment to Lender. All such actual out-of-pocket
costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to
constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan
Documents and shall be immediately due and payable upon demand by Lender therefor.


 


ARTICLE 11.


 


SECONDARY MARKET


 


Section 11.1.    Securitization.


 


(a)   
Lender shall have the right (i) to sell, syndicate or otherwise transfer the Loan (or any portion thereof and/or interest
therein), (ii) to sell participation interests in the Loan (or any portion thereof and/or interest therein) or (iii) to securitize
the Loan (or any portion thereof and/or interest therein) in a single asset securitization or a pooled asset securitization. The
transactions referred to in clauses (i), (ii) and (iii) above shall hereinafter be referred to collectively
as “Secondary Market Transactions” and the transactions referred to in clause (iii) shall hereinafter
be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with
a Securitization are hereinafter referred to as “Securities”. Lender agrees that it has no right to create any
additional mezzanine loan hereunder (other than the Mezzanine Loan).


 


(b)   
If requested by Lender, Borrower shall assist Lender in satisfying the market standards to which Lender customarily adheres
or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions,
including, without limitation and to the extent customary and reasonable as provided in this sentence, to:


 


(i)    provide
(A) updated financial and other information reasonably available to Borrower with respect to the Property, the business
operated at the Property, Borrower, Mezzanine Borrower, Guarantor, SPE Component Entity, each Mezzanine SPE Component Entity
and Manager, (B) updated budgets relating to the Property, and (C) updated appraisals, market studies, environmental reviews
(Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of
the Property (the “Updated Information”), together, if customary, with appropriate verification of the
Updated Information through letters of auditors or opinions of counsel reasonably acceptable to Lender and acceptable to the
Rating Agencies;


 






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(ii)   
to the extent such opinions were delivered to Lender in connection with the closing of the Loan (provided any such opinion
was not waived by Lender with respect to the Loan), provide updated opinions of counsel, which may be relied upon by Lender and
its counsel, agents and representatives, as to substantive non- consolidation, fraudulent conveyance, matters of Delaware law and
federal bankruptcy law relating to limited liability companies, true sale, true lease and any other opinion customary in Secondary
Market Transactions or required by the Rating Agencies with respect to the Property, Borrower, and Borrower’s Affiliates,
which counsel and opinions shall be reasonably satisfactory in form and substance to Lender and shall be satisfactory in form and
substance to the Rating Agencies (and the forms of opinions from such counsels delivered to Lender in connection with the closing
of the Loan shall be deemed satisfactory);


 


(iii)   
provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the
Loan Documents (which representations and warranties may be updated to reflect any change in facts and circumstances since the
Closing Date, provided that such change in facts and circumstances is not due to a Default by Borrower under the Loan Documents);
and


 


(iv)    execute
such amendments to the Loan Documents, the Mezzanine Loan Documents, and Borrower’s, Mezzanine Borrower’s or any
SPE Component Entity’s organizational documents as may be reasonably required by the Rating Agencies or otherwise to
effect any Secondary Market Transaction, including, without limitation, (A) to amend and/or supplement the Independent
Manager provisions provided herein and therein, in each case, in accordance with the applicable requirements of the Rating
Agencies, (B) further bifurcating the Loan into two or more additional components and/or additional separate notes, re-
allocating the Loan among existing components or notes, reducing the number of components or notes of the Loan, and/or
creating additional separate notes and/or creating additional senior/subordinate note structure(s), including, without
limitation, re-allocating the principal amounts and the Spread and/or Prime Rate Spread (as defined herein and in the
Mezzanine Loan Agreement, as applicable) of the Loan and/or the Mezzanine Loan (any of the foregoing, a “Loan
Bifurcation”) and (C) to modify all operative dates (including but not limited to payment dates, interest period
start dates and end dates, etc.) under the Loan Documents, by up to ten (10) days (provided that the time periods in which
Borrower is permitted to perform its obligations under the Loan Documents shall not be decreased); provided, however,
that Borrower shall not be required to so modify or amend any Loan Document or organizational document if such modification
or amendment shall impose a Secondary Market Adverse Change on the Borrower or Guarantor, it being understood that, subject
to the foregoing proviso, the Lenders shall adjust the principal amount of each Component and the Spread applicable to each
Component in connection with the Securitization of the Loan. The term “Secondary Market Adverse Change”
means (i) either Borrower’s, Guarantor’s or Sponsor’s liabilities or obligations under the Loan Documents
are increased, or Borrower’s, Guarantor’s or Sponsor’s rights under the Loan Documents are decreased, in
either case in any manner that is adverse to Borrower, Guarantor or Sponsor or their respective Affiliates other than to a de
minimis extent (although change in the weighted average interest rate described in clauses (ii)(w), (x), or (y)
below shall not be deemed to increase any such liability or decrease any such rights in other than a de minimis extent),
(ii) any change in the weighted average interest rate (whether before or after the time of the proposed Loan Bifurcation)
(other than as a result of (w) payments and recoveries after an Event of Default or a Mezzanine Loan Event of Default, (x)
application of proceeds following a Casualty or Condemnation, or (y) prepayments made in accordance with the terms of this
Agreement or the Mezzanine Loan Agreement), (iii) any change to the stated Maturity Date (other than as described in clause
(C) above), (iv) after giving effect to the Loan Bifurcation, the outstanding principal amount of such participations,
loans, components and/or Notes does not equal the outstanding principal amount of the Loan immediately prior to such Loan
Bifurcation; (v) any change that would affect the amortization of the Loan; and/or (vi) in connection with any mezzanine
bifurcation or reallocation (or modification in connection therewith), any change that would (I) create a risk that any
indirect owner of Borrower that is a REIT cannot continue to qualify as a REIT or (II) create a risk that the Borrower or its
Affiliates, or any direct owner of Borrower, would recognize a material amount of income in connection with the bifurcation
or reallocation (or modification in connection therewith).


 






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(c)    If,
at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and
one or more Affiliates of Borrower collectively, or the Property alone or the Property and Related Properties collectively,
will be a Significant Obligor, Borrower shall furnish to Lender upon request (i) the selected financial data or, if
applicable, net operating income, required under Item 1112(b)(1) of Regulation AB, if Lender expects that the principal
amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal
amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during
which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than
twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included, as
applicable, in the Securitization, or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if
Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such
Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such
Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or
exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included, as
applicable, in the Securitization. The financial data or financial statements set forth in the immediately preceding sentence
shall be furnished to Lender (A) within ten (10) Business Days after notice from Lender in connection with the preparation of
Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of
Borrower and (C) not later than eighty (80) days after the end of each fiscal year of Borrower; provided, however,
that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C)
of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to
the Securitization (an “Exchange Act Filing”) is not required. If requested by Lender, Borrower shall
furnish to Lender financial data and/or financial statements for any tenant of the Property (which are available to Borrower
or can be obtained by Borrower in the exercise of commercially reasonable efforts) if, in connection with a Securitization,
Lender expects there to be, with respect to such tenant or group of Affiliated tenants, a concentration within all of the
mortgage loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of
Affiliated tenants would constitute a Significant Obligor.


 






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(d)   
All financial data and statements provided by Borrower hereunder shall be prepared in accordance with GAAP, and shall meet
the requirements of Regulation AB and other applicable legal requirements. All financial statements referred to in this Section
shall be audited by independent accountants of Borrower acceptable to Lender in accordance with Regulation AB and all other applicable
legal requirements, shall be accompanied by the manually executed report of the independent accountants thereon, which report shall
meet the requirements of Regulation AB and all other applicable legal requirements, and shall be further accompanied by a manually
executed written consent of the independent accountants, in form and substance reasonably acceptable to Lender, to the inclusion
of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such independent
accountants and the reference to such independent accountants as “experts” in any Disclosure Document and Exchange
Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided. All
financial data and statements (audited or unaudited) provided by Borrower under this Section shall be accompanied by an Officer’s
Certificate, which certification shall state that such financial statements meet the requirements set forth in the first sentence
of this subsection (d).


 


(e)   
If requested by Lender, Borrower shall provide Lender, promptly upon request, with any other or additional financial statements,
or financial, statistical or operating information, as Lender shall determine to be required pursuant to Regulation AB or any amendment,
modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act
Filing or as shall otherwise be reasonably requested by Lender.


 


(f)   
In the event Lender determines, in connection with a Securitization, that the financial data and financial statements required
in order to comply with Regulation AB or any amendment, modification or replacement thereto or other legal requirements are other
than as provided herein, then notwithstanding the provisions of this Section, Lender may request, and Borrower shall promptly provide,
such other financial data and financial statements as is required in order to comply with Regulation AB.


 






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(g)   
 In connection with any anticipated Securitization, if requested by Lender, Borrower shall furnish to Lender:


 


(i)   
monthly certified rent rolls within ten (10) days after the end of each calendar month; and


 


(ii)   
monthly operating statements of the Property detailing the revenues received, the expenses incurred and the components of
Net Operating Income before and after Debt Service and major capital improvements for the period of calculation and containing
appropriate year-to-date information, within ten (10) days after the end of each calendar month.


 


Section 11.2.    Disclosure.


 


(a)   
Borrower (on its own behalf and on behalf of each other Borrower Party) understands that information provided to Lender
by Borrower, any other Borrower Party and/or their respective agents, counsel and representatives may be (i) included in (A) the
Disclosure Documents and (B) filings under the Securities Act and/or the Exchange Act and (ii) made available to Investors, the
Rating Agencies and service providers, in each case, in connection with any Secondary Market Transaction.


 


(b)   
Borrower shall indemnify Lender and its officers, directors, partners, employees, representatives, agents and affiliates
against any actual losses, claims, damages (excluding consequential, special and/or punitive damages except to the extent actually
paid by such Person to a third party) or liabilities (collectively, the “Liabilities”) to which Lender and/or
its officers, directors, partners, employees, representatives, agents and/or affiliates become subject in connection with any untrue
statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or the omission or alleged
omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to
make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading
(in each case excluding (x) any underwritten financial information, (y) any information (including financial information or forecasted
information) solely contained in any third party report commissioned by Lender, such as appraisals, property condition reports
and environmental reports, and (z) any projections or forecasts).


 






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(c)
Borrower shall provide, in connection with a Securitization, an agreement (A)  certifying
that (i) Borrower, Sponsor and Guarantor have examined the following sections of the Disclosure Documents: (1) with respect
to the term sheet, the sections entitled “Executive Summary and Transaction Highlights,” “Sponsorship and
Management Overview” and “Historical and Underwritten Financials” (or sections similarly titled or covering
similar subject matters), and (2) with respect to the other Disclosure Documents, those sections of the Disclosure Documents
entitled “Risk Factors,” “Description of the Property,” “Description of the Ernst & Young
Plaza Integration Agreements,” “Description of Borrower, Borrower Sponsor, Guarantor, and Related Parties,”
 “Description of the Mezzanine Borrower,” “Description of the Management Agreement,”
 “Description of the Property Manager” (if the Manager is an affiliate of the Borrower), “Description of the
Parking Management Agreement,” “Description of the Parking Structure Management Agreement,” “Sources
and Uses,” “Annex E – Representations and Warranties of Borrower” and “Annex G –
Organizational Structure of the Borrower” (or sections similarly titled or covering similar subject matters) and in the
portions of the “Summary of Offering Circular” that relate to the foregoing, as each of the foregoing in clauses
(1) and (2) relates to Borrower, Mezzanine Borrower, Borrower Affiliates, Borrower Parties, the Property, Manager
(if Manager is an affiliate of Borrower), or Guarantor (but not the description of the Loan terms or the Securities, the
adequacy of which shall be determined by Lender in its discretion) (the foregoing in clauses (1) and (2),
collectively with the Provided Information, the “Covered Disclosure Information”), and the Covered
Disclosure Information does not contain any untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in the light of the circumstances under which they were made, not misleading, (B)
indemnifying Lender (and for purposes of this Section 11.2, Lender hereunder shall include its officers and
directors), the Affiliate of Lender (“Lender Affiliate”) that has filed the registration statement
relating to the Securitization (the “Registration Statement”), each of its officers and directors, each of
its officers who have signed the Registration Statement and each Person that controls the Affiliate within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Lender Group”), and
Lender Affiliate, and any other placement agent or underwriter with respect to the Securitization, each of their respective
officers and directors and each Person who controls Lender Affiliate or any other placement agent or underwriter within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the “Underwriter
Group”) for any Liabilities to which Lender, the Lender Group or the Underwriter Group may become subject insofar
as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact
contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state
in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the
statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading,
and (C) agreeing to reimburse Lender, the Lender Group and/or the Underwriter Group for any legal or other expenses
reasonably incurred by Lender, the Lender Group and the Underwriter Group in connection with investigating or defending the
Liabilities; provided, however, that Borrower will not be liable in any such case under clauses (B) or (C)
above with respect to (x) any underwritten financial information, (y) any information (including financial information or
forecasted information) solely contained in any third party report commissioned by Lender, such as appraisals, property
condition reports and environmental reports, and (z) any projections or forecasts; provided, further, that,
(i) Borrower shall have been given a reasonable time to review and comment on any Disclosure Document and/or Covered Rating
Agency Information in accordance with this Section 11.2(c) prior to the publication or distribution thereof and (ii)
Borrower shall not be liable for any Liabilities arising from Lender’s failure to revise any Disclosure Document and/or
Covered Rating Agency Information to reflect any Borrower comments to the Covered Disclosure Information that have been
delivered in writing to Lender and are specifically set forth on a schedule to the Indemnification Agreement. The
indemnification provided for in clauses (B) and (C) above shall be effective whether or not the indemnification
agreement described above is provided so long as Borrower has had the opportunity to review and comment on the Covered
Disclosure Information as described above. The aforesaid indemnity will be in addition to any liability which Borrower may
otherwise have.


 






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(d)   
In connection with filings under Exchange Act and/or the Securities Act, Borrower shall (i) indemnify Lender, the Lender
Group and the Underwriter Group for Liabilities to which Lender, the Lender Group or the Underwriter Group may become subject insofar
as the Liabilities arise out of or are based upon the misrepresentation of a material fact provided by any Borrower Party or on
behalf of any Borrower Party in the Covered Disclosure Information (provided Borrower shall not be liable for such Liabilities
to the extent Borrower has had the opportunity to review and comment on the Covered Disclosure Information as described in clause
(c) above and Lender has failed to revise the subject Covered Disclosure Information in accordance with Borrower’s comments
thereto that have been delivered to Lender) and (ii) reimburse Lender, the Lender Group or the Underwriter Group for any legal
or other expenses reasonably incurred by Lender, the Lender Group or the Underwriter Group in connection with defending or investigating
the Liabilities.


 


(e)   
Promptly after receipt by an indemnified party under this Section 11.2 of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 11.2,
notify the indemnifying party in writing of the commencement thereof (but the omission to so notify the indemnifying party will
not relieve the indemnifying party from any liability which the indemnifying party may have to any indemnified party hereunder
except to the extent that failure to notify causes prejudice to the indemnifying party). In the event that any action is brought
against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will
be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (or they) may elect by
written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof with counsel satisfactory to such indemnified party. After notice from the indemnifying party to such
indemnified party under this Section 11.2, such indemnifying party shall pay for any legal or other expenses subsequently
incurred by such indemnifying party in connection with the defense thereof; provided, however, if the defendants
in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably
concluded that there are any legal defenses available to it and/or other indemnified parties that are different from or additional
to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel
to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party at
the reasonable cost of the indemnifying party.


 


(f)   
The liabilities and obligations of Borrower and Lender under this Section 11.2 
shall survive the termination of this Agreement and the satisfaction and discharge of the Debt. In the event Borrower and/or
any other Borrower Party fails to comply with the provisions of Section 11.1 and/or Section 11.2 within the timeframes
specified therein and/or as otherwise required by Lender and such failure continues for five (5) Business Days after notice thereof
from Lender to Borrower (or such longer period of time agreed to by Lender in its sole discretion taking into account an explanation
from Borrower as to why such item(s) cannot be timely delivered), the same shall, at Lender’s option, constitute a breach
of the terms thereof and/or an Event of Default.


 






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Section
11.3.     Reserves/Escrows. In the event that Securities are issued in connection with the Loan, all funds held by Lender in escrow
or pursuant to reserves in accordance with this Agreement and the other Loan Documents shall be deposited in “eligible accounts”
at “eligible institutions” and, to the extent applicable, invested in “permitted investments” as then defined
and required by the Rating Agencies.


 


Section 11.4.     Intentionally
Omitted.


 


Section
11.5.     Rating Agency Costs. In connection with any Rating Agency Confirmation or other Rating Agency consent, approval or review
required hereunder, Borrower shall pay all reasonable, out-of-pocket costs and expenses of Lender and Servicer and all costs and
expenses of each Rating Agency in connection therewith, and, if applicable, shall pay any fees imposed by any Rating Agency in
connection therewith.


 


Section
11.6.     Syndication. Without limiting Lender’s rights under Section 11.1, the provisions of this Section 11.6
(other than clause (a)(viii) and clause (a)(ix) below, which shall apply at all times during the term of the Loan)
shall only apply prior to the first Securitization of the Loan.


 


 (a)      Sale of Loan, Co-Lenders, Participations and Servicing.




 


(i)           
Lender and any Co-Lender may, at their option, without Borrower’s consent (but with notice to Borrower), sell with
novation all or any part of their right, title and interest in, and to, and under the Loan (the “Syndication”),
to one or more additional lenders (each a “Co-Lender”). Each additional Co-Lender shall enter into an assignment
and assumption agreement (the “Assignment and Assumption”) assigning a portion of Lender’s or Co-Lender’s
rights and obligations under the Loan, and pursuant to which the additional Co-Lender accepts such assignment and assumes the assigned
obligations. From and after the effective date specified in the Assignment and Assumption (i) each Co-Lender shall be a party hereto
and to each Loan Document to the extent of the applicable percentage or percentages set forth in the Assignment and Assumption
and, except as specified otherwise herein, shall succeed to the rights and obligations of Lender and the Co- Lenders hereunder
and thereunder in respect of the Loan, and (ii) Lender, as lender, and each Co-Lender, as applicable, shall, to the extent such
rights and obligations have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released
from its obligations hereunder and under the Loan Documents.


 


(ii)           The
liabilities of Lender and each of the Co-Lenders shall be several and not joint, and Lender’s and each
Co-Lender’s obligations to Borrower under this Agreement shall be reduced by the amount of each such Assignment and
Assumption. Neither Lender nor any Co-Lender shall be responsible for the obligations of any other Lender or Co-Lender.
Lender and each Co-Lender shall be liable to Borrower only for their respective proportionate shares of the Loan.


 






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(iii)         
Borrower agrees that it shall, in connection with any sale of all or any portion of the Loan, whether in whole or to an
additional Co-Lender or Participant, within ten (10) Business Days after requested by Agent, furnish Agent with the certificates
required under Sections 4.12 and 4.13 hereof and such other information as reasonably requested by any additional
Co-Lender or Participant in performing its due diligence in connection with its purchase of an interest in the Loan.


 


(iv)        
MS (or an Affiliate of MS) shall act as administrative agent for itself and the other Lenders and Co-Lenders (together with
any successor administrative agent, the “Agent”) pursuant to this Section 11.6. Borrower acknowledges
that Agent shall have the sole and exclusive authority to execute and perform under this Agreement and each Loan Document on behalf
of itself, as Lender, and as agent for itself and the other Lenders and Co-Lenders subject to the terms of the Co- Lending Agreement.
Borrower acknowledges that Agent shall retain the exclusive right to grant approvals and give consents with respect to all matters
requiring Lender consent hereunder. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal
directly with any Co-Lender, and no Co- Lender shall have any right to deal directly with Borrower with respect to the rights,
benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect
thereof. Borrower may rely conclusively on the actions of Agent to bind Lender and the Co-Lenders, notwithstanding that the particular
action in question may, pursuant to this Agreement or the Co-Lending Agreement, be subject to the consent or direction of some
or all of the Co-Lenders. Agent may resign as administrative agent of the Co- Lenders, in its sole discretion, or if required to
by the Co-Lenders in accordance with the term of the Co-Lending Agreement, in each case without the consent of but upon prior written
notice to Borrower. Upon any such resignation, a successor Agent shall be determined pursuant to the terms of the Co-Lending Agreement.
The term Agent shall mean any successor Agent.


 


(v)          
Notwithstanding any provision to the contrary in this Agreement, the Agent shall not have any duties or responsibilities
except those expressly set forth herein (and in the Co-Lending Agreement) and no covenants, functions, responsibilities, duties,
obligations or liabilities of Agent shall be implied by or inferred from this Agreement, the Co-Lending Agreement, or any other
Loan Document, or otherwise exist against Agent.


 


(vi)          Except
to the extent its obligations hereunder and its interest in the Loan have been assigned pursuant to one or more Assignments
and Assumption, Agent shall have the same rights and powers under this Agreement as any other Lender or Co-Lender and may
exercise the same as though it were not Agent. The term “Co-Lender” or “Co-Lenders”
shall, unless otherwise expressly indicated, include Lender in its individual capacity. Agent and the other Co-Lenders and
their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage
in any kind of business with, Borrower or any Affiliate of Borrower and any Person who may do business with or own securities
of Borrower or any Affiliate of Borrower, all as if they were not serving in such capacities hereunder and without any duty
to account therefor to each other.


 






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(vii)        
If required by any Co-Lender, Borrower hereby agrees to execute supplemental notes in the principal amount of such Co-Lender’s
pro rata share of the Loan substantially in the form of the Note, and such supplemental note shall (i) be payable to such Co-Lender,
(ii) be dated as of the Closing Date, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences
a portion of the existing indebtedness hereunder and under the Note and not any new or additional indebtedness of Borrower. The
term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes.


 


(viii)       
The Agent or Servicer, acting solely for this purpose as a non- fiduciary agent of Borrower, shall maintain at its domestic office
or at such other location as the Agent or Servicer shall designate in writing to each Lender, Co- Lender and Borrower a copy of
each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of
the Lenders and Co-Lenders, the amount of each Co-Lender’s proportionate share of the Loan (including principal amounts
and stated interest) and the name and address of each Lender’s and Co-Lender’s agent for service of process (the “Register”).
The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, Agent or Servicer,
as applicable, Lenders and the Co- Lenders may treat each person or entity whose name is recorded in the Register as a Lender
and Co-Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection and copying by Borrower,
Lender or any Co- Lender during normal business hours upon reasonable prior notice to the Agent or Servicer, as applicable. A
Co-Lender may change its address and its agent for service of process upon written notice to the Agent or Servicer, as applicable,
which notice shall only be effective upon actual receipt by the Agent or Servicer, as applicable, which receipt will be acknowledged
by the Agent or Servicer, as applicable, upon request.


 


(ix)           Notwithstanding
anything herein to the contrary, any financial institution or other entity may be sold a participation interest in the Loan
by Lender or any Co-Lender without Borrower’s consent (such financial institution or entity, a
 “Participant”). No Participant shall have any rights under this Agreement, the Note or any of the Loan
Documents and the Participant’s rights in respect of such participation shall be solely against Lender or Co-Lender, as
the case may be, as set forth in the participation agreement executed by and between Lender or Co- Lender, as the case may
be, and such Participant. Borrower may rely conclusively on the actions of Agent to bind Lender and any Participant,
notwithstanding that the particular action in question may, pursuant to this Agreement or any participation agreement be
subject to the consent or direction of some or all of the Participants. No participation shall relieve Lender or Co-Lender,
as the case may be, from its obligations hereunder or under the Note or the Loan Documents and Lender or Co-Lender, as the
case may be, shall remain solely responsible for the performance of its obligations hereunder. Each Lender or Co-Lender that
sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on
which it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant
Register”); provided that no Lender or Co-Lender shall have any obligation to disclose all or any portion of
the Participant Register (including the identity of any Participant or any information relating to a Participant’s
interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except
to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation
is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant
Register shall be conclusive absent manifest error, and such Lender or Co-Lender shall treat each Person whose name is
recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary.


 






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(x)           
Notwithstanding any other provision set forth in this Agreement, Lender or any Co-Lender may at any time create a security
interest in all or any portion of its rights under this Agreement (including, without limitation, amounts owing to it in favor
of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).


 
(b)      Cooperation in Syndication. Borrower agrees to assist Lender in completing a Syndication in accordance with the terms and provisions of Section 11.1(b) and Section 11.7 hereof relating to Secondary Market Transactions, mutatis mutandis.



 


 (c)      [Intentionally Omitted].




 


(d)      No Joint Venture. Notwithstanding anything to the contrary herein contained, neither Agent, Lender nor any Co-Lender by entering into this Agreement or by taking any action pursuant hereto, will be deemed a partner or joint venturer with Borrower.





 
(e)       Voting Rights of Co-Lenders. Borrower acknowledges that the Co-Lending Agreement may contain provisions which require that amendments, waivers, extensions, modifications, and other decisions with respect to the Loan Documents shall require the approval of all or a number of the Co-Lenders holding in the aggregate a specified percentage of the Loan or any one or more Co-Lenders that are specifically affected by such amendment, waiver, extension, modification or other decision.



 


(f)        Letters of Credit. Each Co-Lender agrees that, prior to the first Securitization of the Loan, (i) any Letter of Credit delivered to Lender in accordance with the terms of this Agreement shall name Agent as the sole beneficiary thereunder for the benefit of the Co-Lenders, and (ii) each Co-Lender authorizes Agent to, and Agent hereby agrees to, act as its agent with regard to the servicing and administration of all such Letters of Credit, and in the event Agent draws upon any such Letter of Credit, each Co-Lender authorizes Agent to, and Agent hereby agrees to, deposit the proceeds into the Restricted Account (or into one or more of the Accounts) in the manner set forth herein. Upon the first Securitization of the Loan, each Co-Lender authorizes Agent to, and Agent hereby agrees to, assign to the related trustee all of Agent’s right, title and interest in and to each Letter of Credit issued in accordance with the terms of this Agreement that is then in Agent’s possession, whereupon without any further action by any of the Co-Lenders Agent shall be released from any and all liability relating in any way to such Letter(s) of Credit.




 






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Section
11.7.     Costs and Expenses. Notwithstanding anything to the contrary contained in this Article 11, neither
Borrower nor any of its direct or indirect owners shall be required to incur any costs or expenses in the performance of Borrower’s
obligations under Section 11.1 above other than expenses of Borrower’s counsel.


 


ARTICLE 12.


 


INDEMNIFICATIONS


 


Section
12.1.     General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold
harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any
Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a)
any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any
part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use,
nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property
or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or
other property in respect of the Property or any part thereof; (d) any failure of the Property (or any portion thereof) to be
in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted
against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms,
covenants, or agreements contained in any Lease, the Management Agreement, the Parking Management Agreement, the Parking
Structure Management Agreement, or any Ernst & Young Plaza Integration Agreement; (f) the payment of any commission,
charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection
with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (g) the holding or
investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in
connection with the Accounts (the “Indemnified Liabilities”); provided, however, that
Borrower shall not have any obligation hereunder (x) to the extent that any Indemnified Liabilities arise from the gross
negligence, illegal acts, fraud or willful misconduct of Lender or any other Indemnified Party or (y) any consequential,
punitive, exemplary and special damages except to the extent paid to a third party. Any amounts payable to Lender by reason
of the application of this Section 12.1 shall become due and payable on the date that is ten (10)   days
after Borrower receives written notice from Lender that such Losses were sustained by Lender and shall bear interest at the
Default Rate from the date that is ten (10) days after the date Borrower receives notice from Lender that such Losses were
sustained by Lender until such time as such amounts are paid. Notwithstanding the foregoing or anything to the contrary
contained in this Agreement, Borrower shall not have any liability for any Indemnified Liabilities imposed upon or incurred
by or asserted against any Indemnified Parties to the extent that Borrower proves that such Indemnified Liabilities were
caused by actions, conditions or events that first occurred or arose after the date that (i) Borrower is dispossessed of
control of the Property in connection with Lender’s exercise of remedies, and to the extent that such Indemnified
Liabilities were not caused by the actions of Borrower or any Affiliate or agent of Borrower, or (ii) Mezzanine Lender (or
any purchaser at a foreclosure sale or Mezzanine Lender’s designee of an assignment in lieu of foreclosure) actually
acquired title or control as to the direct ownership interests in the Borrower or Mezzanine Borrower pursuant to a
foreclosure of the Pledge Agreement (as defined in the Mezzanine Loan Agreement), an assignment in lieu of foreclosure of the
Pledge Agreement (as defined in the Mezzanine Loan Agreement) that has not been set aside, rescinded or invalidated, or other
exercise of remedies, and that such Indemnified Liabilities were not caused by the actions of Mezzanine Borrower or any
Affiliate or agent of Mezzanine Borrower. For the avoidance of doubt, this Section 12.1 shall not apply with respect
to Taxes other than any Taxes that represent losses, claims, damages, etc., arising from any non-Tax claim.


 






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Section
12.2.     Mortgage and Intangible Tax Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify,
release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against
any Indemnified Parties and directly or indirectly arising out of or in any way relating to any tax on the making and/or recording
of the Security Instrument, the Note or any of the other Loan Documents (but excluding any income, franchise or other similar taxes
imposed on Lender and/or Lenders) or any payment in lieu thereof.


 


Section
12.3.     ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless
the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and
costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction, or in
the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required,
in Lender’s sole discretion) that Lender may incur, directly or indirectly, as a result of a default under Sections 3.7
or 4.19 of this Agreement.


 


Section
12.4.     Duty to Defend, Legal Fees and Other Fees and Expenses. Upon written request by Lender (for itself and/or on behalf
of any other Indemnified Parties), Borrower shall defend Lender and/or any such Indemnified Parties (if requested by Lender, in
the name of Lender and/or any such Indemnified Parties) to the extent required hereunder by attorneys and other professionals
reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, Lender may (for itself and/or on behalf of any
other Indemnified Parties), in its sole discretion, engage its own attorneys and other professionals to defend or assist Lender
and/or any such Indemnified Parties, and, at the option of Lender (on its own behalf and/or on behalf of any Indemnified Parties),
its attorneys shall control the resolution of any claim or proceeding subject to Borrower’s right to consent to any settlement
(such consent not to be unreasonably withheld or delayed). Borrower shall pay or, in the sole discretion of the Lender, reimburse,
the Lender for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories
and other professionals in connection therewith; provided, however, Borrower shall not be obligated to pay for fees
and disbursements of more than one set of legal professionals retained by Indemnified Parties with respect to any indemnified
claim (in addition to Borrower’s own legal professionals) regardless of the number of Indemnified Parties; provided,
however (i) Indemnified Parties, collectively, may retain multiple law firms and/or multiple lawyers at the same firm if
Indemnified Parties reasonably determine that separate specialized legal counsel is required with respect to specific matters,
but no Indemnified Parties shall have its own separate counsel except as provided in subclause (ii) of this clause and
(ii) (x) any Indemnified Party may retain its own separate counsel, and Borrower shall pay for the out-of-pocket fees and disbursement
of such counsel, if such Indemnified Parties, based upon the advice of counsel, has separate defenses that would be materially
and adversely compromised if it were to retain the same counsel or, if based upon the advice of counsel, a conflict exists between
Borrower and such Indemnified Parties or the Indemnified Parties, or, if during the continuance of an Event of Default, based
upon the advice of counsel, a Lender has no further common interests and (y) any Indemnified Party may retain its own separate
counsel at any time as described above at any time at its sole cost and expense.


 






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Section
12.5.    Survival. The obligations and liabilities of Borrower under this Article 12 shall fully survive indefinitely notwithstanding
any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a
deed in lieu of foreclosure of the Security Instrument.


 


Section
12.6.     Environmental Indemnity. Simultaneously herewith, Borrower and Guarantor have executed and delivered the Environmental
Indemnity to Lender, which Environmental Indemnity is not secured by the Security Instrument.


 


ARTICLE 13.


 


EXCULPATION


 


Section 13.1.     Exculpation.


 
(a)    
Subject to the qualifications below, no recourse shall be had against, and Lender shall not enforce the liability and obligation
of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Security Instrument or the other
Loan Documents by any action or proceeding wherein a money judgment or any deficiency judgment or other judgment establishing
personal liability shall be sought against, any Borrower Party or any direct or indirect principal, director, officer, employee,
manager, beneficiary, parent, beneficial owner, shareholder, partner, member, trustee, agent, or Affiliate of any Borrower Party
or any direct or indirect legal representatives, successors or assigns of any of the foregoing (collectively, the “Exculpated
Parties”), except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate
action or proceeding to enforce the Note, this Agreement, the Security Instrument and the other Loan Documents, or to enable Lender
to realize upon its interest in the Property, the Rents, or any other collateral given to Lender pursuant to the Loan Documents;
provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable
against Borrower only to the extent of Borrower’s interest in the Property, in the Rents and in any other collateral given
to Lender, and Lender, by accepting the Note, this Agreement, the Security Instrument and the other Loan Documents, shall not
sue for, seek or demand any deficiency judgment with respect to the Loan against Borrower or any of the Exculpated Parties in
any such action or proceeding under or by reason of or under or in connection with the Note, this Agreement, the Security Instrument,
the other Loan Documents or otherwise. The provisions of this Section shall not, however, (1) constitute a waiver, release or
impairment of any obligation evidenced or secured by any of the Loan Documents; (2) impair the right of Lender to name Borrower
as a party defendant in any action or suit for foreclosure and sale under the Security Instrument; (3) affect the validity or
enforceability of any Loan Document or any guaranty in connection with the Loan (including, without limitation, the indemnities
set forth in Article 12 hereof, the Guaranty and the Environmental Indemnity) made in connection with the Loan or any of the rights
and remedies of Lender thereunder; (4)   intentionally omitted; (5) impair the right of Lender to (A) obtain the appointment
of a receiver and/or (B) enforce its rights and remedies provided in Articles 8 and 9 hereof; (6) impair the enforcement of the
assignment of leases and rents contained in the Security Instrument and in any other Loan Documents; (7) constitute a prohibition
against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Security Instrument
or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against the Property or
any portion thereof; or (8) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by
money judgment or otherwise, to the extent of any actual Losses incurred by Lender (including reasonable attorneys’ fees
and actual, out-of-pocket costs reasonably incurred) arising out of or in connection with the following:



 






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(i)           
fraud or intentional material misrepresentation by any Borrower Party or any Affiliate thereof in connection with the Loan;


 


(ii)          
intentional material physical waste to the Property (or any portion thereof) caused by any Borrower Party or any Affiliate
thereof (provided that the foregoing is not the result of the insufficiency of cash flow from the Property to prevent such
waste or the failure of Lender to release funds from the applicable Reserve Accounts after all conditions to such release had been
met to the extent sums sufficient to pay or perform such liability have been deposited with Lender in accordance with the terms
of this Agreement or the Borrower’s lack of access to cash flow from the Property as a result of Lender’s exercise
of remedies with respect to such cash flow) and/or the removal or disposal of any Personal Property in violation of the terms of
this Agreement during the continuance of an Event of Default unless such Personal Property is obsolete, is no longer in use, or
is replaced with Personal Property of substantially the same value and utility; provided that alterations in accordance
with the Loan Documents shall not result in liability under this clause (ii);


 


(iii)          the
intentional misappropriation or conversion by any Borrower Party or any Affiliate thereof, in contravention of the Loan
Documents, of (A) any insurance proceeds paid by reason of any loss, damage or destruction to the Property, (B) any Awards or
other amounts received in connection with the Condemnation of all or a portion of the Property, (C) any Rents during the
continuance of a Trigger Period or Event of Default, or (D) any Security Deposits or Rents collected from Tenants or other
occupants in advance;


 






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(iv)          subject
to Borrower’s right to contest the same in accordance with the terms hereof, Borrower’s failure to pay (or
Borrower’s failure to cause payment of) Taxes that create liens on any portion of the Property (provided that
the foregoing is not the result of the insufficiency of cash flow from the Property to pay such Taxes, the failure of Lender
to release funds from the applicable Reserve Accounts after all conditions to such release had been met to the extent sums
sufficient to pay or perform such liability have been deposited with Lender in accordance with the terms of this Agreement or
the Borrower’s lack of access to cash flow from the Property as a result of Lender’s exercise of remedies with
respect to such cash flow); provided, further that this clause (iv) shall not apply to (I) mortgage, mortgage
recording, stamp, intangible or other similar Taxes, and (II) transfer taxes arising out of or in connection with any
exercise of remedies by Lender under the Loan Documents or Mezzanine Lender under any Mezzanine Loan Documents;


 


(v)          
to the extent there exists sufficient cash flow from the Property to pay Insurance Premiums, Borrower’s failure to
pay (or Borrower’s failure to cause payment of) such Insurance Premiums (provided that the foregoing is not the result
of the insufficiency of cash flow from the Property to pay such Insurance Premiums, the failure of Lender to release funds from
the applicable Reserve Accounts after all conditions to such release had been met to the extent sums sufficient to pay or perform
such liability have been deposited with Lender in accordance with the terms of this Agreement or the Borrower’s lack of access
to cash flow from the Property as a result of Lender’s exercise of remedies with respect to such cash flow);


 


(vi)         
any liability or obligation of Borrower relating to the Previously- Owned Property to the extent relating to the period
prior to September 5, 2014, which is the date of Borrower’s divestment of the Previously-Owned Property;


 


(vii)       
except as set forth in Section 13.1(b) below, any representation, warranty or covenant contained in Article 5
hereof is violated or breached in a material respect; provided, however, that solely with respect to a material breach
of Section 5.1(a)(vii) that arises from Borrower’s failure to pay trade and operational indebtedness, such breach
shall not result in recourse under the Loan pursuant to this clause (vii) if cash flow from the Property available to it
is not sufficient to pay such amounts, if Lender fails to release funds from the applicable Reserve Accounts after all conditions
to such release had been met to the extent sums sufficient to pay or perform such liability have been deposited with Lender in
accordance with the terms of this Agreement, or if Borrower does not have access to cash flow from the Property as a result of
Lender’s exercise of remedies with respect to such cash flow;


 






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(viii)        except
as set forth in clause (x) below or Section 13.1(b) below, (A) Borrower fails to obtain Lender’s prior
consent to any voluntary Prohibited Transfer as required by this Agreement (other than a Permitted Transfer or Permitted
Assumption), provided that there shall be no liability for failure to perform administrative requirements (such as
provision of notice or information) if the underlying transfer is a Permitted Transfer or a Permitted Assumption but for the
satisfaction of the administrative requirements and such administrative requirements are satisfied within ten (10) Business
Days of written notice to Borrower of the same or (B) any covenant contained in Section 6.6 hereof is violated or
breached;


 


(ix)          
except as set forth in Section 13.1(b) below, if Borrower fails to obtain Lender’s prior consent (if and to
the extent required under the Loan Documents) to any voluntary subordinate financing (whether or not secured by a direct interest
in Borrower or the Property) or other voluntary liens that are not considered Permitted Encumbrances hereunder, unless such debt
was permitted when incurred but was not repaid due to the insufficiency of cash flow from the Property to repay the same, the failure
of Lender to release funds from the applicable Reserve Accounts after all conditions to such release had been met to the extent
sums sufficient to pay or perform such liability have been deposited with Lender in accordance with the terms of this Agreement,
or Borrower’s lack of access to cash flow from the Property as a result of Lender’s exercise of remedies with respect
to such cash flow;


 


(x)           
(A) the filing by or on behalf of Borrower of any action or proceeding to partition all or any portion of the TIC Property
owned by Borrower or any action by or on behalf of Borrower to compel the sale thereof in violation of the terms hereof or (B)
(i) Borrower’s wrongful termination of the Co-Tenancy Agreement or (ii), other than as set forth in clause (xiii)
below, Borrower’s breach of the Co-Tenancy Agreement in any material respect in violation of the terms hereof (provided that
there shall be no liability with respect to the foregoing clause (b)(ii), to the extent the same results from the insufficiency
of cash flow from the Property to pay such amounts or the failure of Lender to release funds from the applicable Reserve Accounts
after all conditions to such release had been met to the extent sums sufficient to pay such amounts have been deposited with Lender
in accordance with the terms of this Agreement or the Borrower’s lack of access to cash flow from the Property as a result
of Lender’s exercise of its remedies with respect to such cash flow);


 


(xi)         
any litigation or other legal proceeding related to the Loan filed by Borrower, Guarantor or any Controlled Affiliate thereof
in bad faith and with the intent to (and that actually does) wrongfully delay, impede, obstruct, hinder, enjoin or otherwise interfere
with or frustrate the efforts of Lender to foreclose on the Property, as determined by a non-appealable judgment;


 






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(xii)         if
any Security Deposits, advance deposits or any other deposits collected from Tenants or other occupants with respect to the
Property are not delivered to Lender upon a foreclosure of the Property or action in lieu thereof, except to the extent any
such Security Deposits, advance deposits or other deposits were applied in accordance with the terms and conditions of any of
the Leases;


 


(xiii)       
Borrower’s failure to pay (or Borrower’s failure to cause payment of) amounts due and payable by Borrower under
any Ernst & Young Plaza Integration Agreements or the Co-Tenancy Agreement, beyond any applicable notice and cure period thereunder,
that creates a lien on any portion of the Property, subject to Borrower’s rights to contest the same in accordance with the
terms hereof (provided that there shall be no liability with respect to the foregoing, to the extent the same results from the
insufficiency of cash flow from the Property to pay such amounts or the failure of Lender to release funds from the applicable
Reserve Accounts after all conditions to such release had been met to the extent sums sufficient to pay such amounts have been
deposited with Lender in accordance with the terms of this Agreement or the Borrower’s lack of access to cash flow from the
Property as a result of Lender’s exercise of its remedies with respect to such cash flow); and/or


 


(xiv)       
any withdrawal liability under any Multiemployer Plan, CBA or any other agreement with any labor union relating to the Property
and pursuant to which Borrower, Manager or any Affiliate of Borrower or Manager is a party.


 
(b)     Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, (A) Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt or to require that all collateral shall continue to secure all of the Debt owing to Lender in accordance with the Loan Documents, and (B) the Debt shall be fully recourse to Borrower in the event of:



 


 (i)            the occurrence of a Bankruptcy Event;




 


(ii)          any
voluntary Prohibited Transfer (other than as set forth in Section 13.1(a)(x) above) of all or substantially all of the
Property constituting real property in violation of the terms of the Loan Documents (and excluding in all cases (A) a
Permitted Transfer or a Permitted Assumption and (B) any transfer that solely violates Sections 6.3(H) or 6.4(o)
hereof (but any such transfer under this clause (B) shall be subject to Section 13.1(a)(viii) above)), provided, however,
that there shall be no recourse liability under this clause (ii) with respect to any transfer which, but for the
failure to provide notice or information, would constitute a Permitted Transfer or Permitted Assumption, so long as Borrower
provides such notice or information within ten (10) Business Days of written notice of the same;


 


(iii)          any
transfer of Control of Borrower or any transfer of all or substantially all of the direct or indirect equity interests in
Borrower or Mezzanine Borrower, in any case, in violation of the terms of the Loan Documents (excluding however, any transfer
that solely violates Sections 6.3(H) or 6.4(o) hereof (provided that any such transfer shall be subject to Section
13.1(a)(viii) above)), provided, however, that there shall be no recourse liability under this clause
(iii) with respect to any transfer which, but for the failure to provide notice or information, would constitute a
Permitted Transfer or Permitted Assumption, so long as Borrower provides such notice or information within ten (10) Business
Days of written notice of the same; and/or


 






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(iv)         
any representation, warranty or covenant contained in Article 5 hereof is violated or breached and such violation or breach
results in the substantive consolidation in bankruptcy of Borrower with any Person.


 


(c)      In connection with this Section 13.1, it is acknowledged and agreed that any transfer that arises as a result of insufficiency of cash flow from the Property, the failure of Lender to release funds from the applicable Reserve Account after all conditions to such release have been met to the extent sums sufficient to pay or perform such liability have been deposited with Lender in accordance with the terms of this Agreement, or Borrower’s lack of access to cash flow from the Property as a result of Lender’s exercise of remedies with respect to Property cash flow, including without limitation, the imposition of any lien on the Property by a creditor of Borrower, through a judgment or exercise of statutory right, where such lien or encumbrance arises from the non-payment of amounts owing to such creditor as a result of any of the foregoing, shall not constitute a “voluntary” transfer or Prohibited Transfer. It is also understood and agreed that Borrower’s insolvency (absent an event described in clause (b)(i) above), inadequate capital, and/or inability to pay its debts as they come due, and/or inability to pay from its own assets its obligations, are not, in and of themselves, events that give rise to recourse to the Borrower or Guarantor hereunder.




 
(d)      For purposes of this Section 13.1, a foreclosure (or conveyance in lieu) of the Property or the collateral securing the Mezzanine Loan (or exercise of remedial rights or actions taken by a servicer, trustee, Lender, Mezzanine Lender, or any agent thereof) shall not be deemed a transfer in violation of the Loan Documents. In addition, there shall be no liability under this Section 13.1 for events or circumstances first arising or accruing from and after the date that Borrower is dispossessed of control of the Property as a result of the exercise of Lender’s remedies under the Loan Documents, provided that such events or circumstances were not caused by the actions of Borrower or any Affiliate or agent of Borrower.



 


ARTICLE 14. NOTICES


 


Section 14.1.
    Notices. All notices or other written communications hereunder shall be deemed to have been properly given (a) upon
delivery, if delivered in person, (b) one (1) Business Day after having been deposited for overnight delivery with any
reputable overnight courier service, or (c) three (3) Business Days after having been deposited in any post office or mail
depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:


 


	 	If to Borrower:	c/o Brookfield Properties
	 	 	250 Vesey Street, 15th Floor
	 	 	New York, New York 10281
	 	 	Attention: Jason Kirschner



 


	 	With a copy to:	c/o Brookfield Properties
	 	 	250 Vesey Street, 15th Floor
	 	 	New York, New York 10281
	 	 	Attention: General Counsel



 


	 	With a copy to:	O’Melveny & Myers LLP 
	 	 	400
South Hope Street
	 	 	18th Floor
	 	 	Los Angeles, CA 90071
	 	 	Attention: Michael Hamilton



 


	 	If to Lender:	Morgan Stanley Bank, N.A.





	 	 	1585 Broadway, 25th
Floor 
	 	 	New York,  New York 10036
	 	 	Attention: Cynthia Eckes




 






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	 	and to:	Wells Fargo Bank, National Association

	 	 	401 S. Tryon Street, 8th Floor
	 	 	Charlotte, North Carolina
28202



	 	 	Attention: Wells Fargo Commercial Mortgage Servicing



 


	 	with a copy to:
	Dechert LLP

	 	 	Cira Centre

	 	 	2929 Arch Street

	 	 	Philadelphia, Pennsylvania 19104

	 	 	Attention: David W. Forti

	




 





or addressed as such party may from time to time designate by
written notice to the other parties.


 


Any
party by notice to the other parties may designate additional or different addresses for subsequent notices or
communications.


 


ARTICLE 15.


 


FURTHER ASSURANCES


 


Section
15.1.     Replacement Documents. Upon receipt of an affidavit of an officer of Lender as to the loss, theft, destruction or
mutilation of the Note, this Agreement or any of the other Loan Documents which is not of public record, and, in the case of
any such mutilation, upon surrender and cancellation of the Note, this Agreement or such other Loan Document, Borrower will
issue, in lieu thereof, a replacement thereof, dated the date of the Note, this Agreement or such other Loan Document, as
applicable, in the same principal amount thereof and otherwise identical in form and substance; provided that in the
case of lost Note, Borrower will execute a replacement note only if Lender or Lender’s custodian (at Lender’s
option) shall provide to Borrower Lender’s (or Lender’s custodian’s) then standard form of lost note
affidavit. Under no circumstances shall any such action, replacement or reaffirmation increase Borrower’s obligations,
or decrease Borrower’s rights, under the Loan Documents or modify any economic term thereof.


 






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Section 15.2.     Recording of Security
Instrument, etc.


 
 
                                         (a)     Borrower forthwith upon the execution and delivery of the Security Instrument and
                                         thereafter, from time to time, will cause the Security Instrument and any of the other
                                         Loan Documents creating a lien or security interest or evidencing the lien hereof upon
                                         the Property and each instrument of further assurance to be filed, registered or recorded
                                         in such manner and in such places as may be required by any present or future law in
                                         order to publish notice of and fully to protect and perfect the lien or security interest
                                         hereof upon, and the interest of Lender in the Property. Borrower will pay all taxes
                                         (but excluding any income, franchise or other similar taxes imposed on Lender), filing,
                                         registration or recording fees, and all expenses incident to the preparation, execution,
                                         acknowledgment and/or recording of the Security Instrument, including, without limitation,
                                         any payments in lieu of mortgage recording tax, and any of the other Loan Documents creating
                                         or evidencing a lien or security interest on the Property, and any instrument of further
                                         assurance, and any modification or amendment of the foregoing documents, and all federal,
                                         state, county and municipal taxes, duties, imposts, assessments and charges (but excluding
                                         any income, franchise or other similar taxes imposed on Lender) arising out of or in
                                         connection with the execution and delivery of the Security Instrument, any deed of trust
                                         or mortgage supplemental hereto, the Security Instrument with respect to the Property
                                         or any instrument of further assurance, and any modification or amendment of the foregoing
                                         documents, except where prohibited by applicable law so to do. The foregoing taxes, fees,
                                         expenses, duties, imposts, assessments and charges, as applicable, are herein referred
                                         to as the “Security Instrument Taxes”.



 
  (b)     Borrower represents that it has paid all Security Instrument Taxes (if any) imposed upon the execution and recordation of the Security Instrument.



 


Section
15.3.     Further Acts, etc. Borrower will, at its cost and, except as may be otherwise provided in Article 11 of this
Agreement, without expense to Lender, do, execute, acknowledge and deliver all and every further acts, deeds, conveyances,
deeds of trust, mortgages, assignments, notices of assignments, transfers and assurances as Lender shall, from time to time,
reasonably require, for the better assuring, conveying, assigning, transferring, and confirming unto Lender the property and
rights hereby mortgaged, deeded, granted, bargained, sold, conveyed, confirmed, pledged, assigned, warranted and transferred
or intended now or hereafter so to be, or which Borrower may be or may hereafter become bound to convey or assign to Lender,
or for carrying out the intention or facilitating the performance of the terms of this Agreement or for filing, registering
or recording the Security Instrument, or for complying with all Legal Requirements, provided, however, the same
shall not otherwise increase Borrower’s obligations or decrease any rights of Borrower under the Loan Documents, other
than (i) to a de minimis extent, or (ii) to the extent necessary to correct any scrivener’s error in a manner
consistent with the parties’ intention in connection with the Loan. Borrower, on demand, will execute and deliver, and
in the event it shall fail to so execute and deliver within five (5) Business Days following written notice from Lender,
hereby authorizes Lender to execute in the name of Borrower or without the signature of Borrower to the extent Lender may
lawfully do so, one or more financing statements to evidence more effectively or perfect the security interest of Lender in
the Property. Borrower grants to Lender an irrevocable power of attorney coupled with an interest for the purpose of
exercising and perfecting any and all rights and remedies available to Lender at law and in equity, including without
limitation, such rights and remedies available to Lender pursuant to this Section 15.3; provided, however,
Lender shall not execute any such documents under such power unless an Event of Default is continuing or Borrower has failed
to do so after five (5) days written notice has been given to Borrower by Lender of Lender’s intent to exercise its
rights under such power.


 






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Section 15.4.     Changes
in Tax, Debt, Credit and Documentary Stamp Laws.


 
  (a)      If any law is enacted or adopted or amended after the date of this Agreement which deducts the Debt from the value of the Property for the purpose of taxation and which imposes a tax, either directly or indirectly, on the Debt or Lender’s interest in the Property, Borrower will pay the tax, with interest and penalties thereon, if any. If Lender is advised by counsel chosen by it that the payment of tax by Borrower would be unlawful or taxable to Lender or unenforceable or provide the basis for a defense of usury then Lender shall have the option by written notice of not less than one hundred twenty (120) days to declare the Debt immediately due and payable without premium or penalty.



 
  (b)     If at any time the United States of America, any State thereof or any subdivision of any such State shall require revenue or other stamps to be affixed to the Note, the Security Instrument, or any of the other Loan Documents or impose any other tax or charge on the same, Borrower will pay for the same, with interest and penalties thereon, if any, provided that in no event Borrower shall be required to pay any Excluded Taxes.



 


ARTICLE 16.


 


WAIVERS


 


Section 16.1.     Remedies Cumulative;
Waivers.


 


The
rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy
which Lender may have against Borrower pursuant to this Agreement, the Security Instrument, the Note or the other Loan Documents,
or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently
or otherwise, at such time and in such order as Lender may determine in its sole discretion. To the extent permitted by applicable
law, no delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy,
right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time
and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed
to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.


 






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Section 16.2.     Modification,
Waiver, Consents and Approvals in Writing.


 


No
modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, the Security Instrument,
the Note or the other Loan Documents, and no consent to any departure by Borrower from any of the requirements or provisions of
this Agreement or any of the other Loan Documents, shall in any event be effective unless the same shall be in a writing signed
by the party against whom enforcement is sought, and then such waiver, consent or approval shall be effective only in the specific
instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower
shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.


 


Section 16.3.     Delay Not a Waiver.


 


To
the extent permitted by applicable law, neither any failure nor any delay on the part of Lender in insisting upon strict performance
of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege under this Agreement, the Security
Instrument, the Note or the other Loan Documents, or any other instrument given as security therefor, shall operate as or constitute
a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other
right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any
amount payable under this Agreement, the Security Instrument, the Note or the other Loan Documents, Lender shall not be deemed
to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Security
Instrument, the Note and the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other
amount.


 


Section 16.4.     Waiver of Trial
by Jury.


 


BORROWER
AND LENDER HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN, THE APPLICATION FOR THE LOAN,
THIS AGREEMENT, THE NOTE, THE SECURITY INSTRUMENT OR THE OTHER LOAN DOCUMENTS OR ANY ACTS OR OMISSIONS OF LENDER OR BORROWER.


 


Section 16.5.     Waiver of Notice.


 


Borrower shall not be
entitled to any notices of any nature whatsoever from Lender except (a)  with
respect to matters for which this Agreement or the other Loan Documents specifically and expressly provides for the giving of
notice by Lender to Borrower and (b) with respect to matters for which Lender is required by applicable law to give notice,
and, to the extent permitted by applicable law, Borrower hereby expressly waives the right to receive any notice from Lender
with respect to any matter for which this Agreement and the other Loan Documents do not specifically and expressly provide
for the giving of notice by Lender to Borrower.


 






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Section 16.6.     Remedies of
Borrower.


 


In
the event that a claim or adjudication is made that Lender or any of its agents have acted unreasonably or unreasonably delayed
acting in any case where by applicable law or under this Agreement, the Security Instrument, the Note and the other Loan Documents,
such Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, to the extent permitted by applicable
law, Borrower agrees that Lender and its agents shall not be liable for any monetary damages, and Borrower’s sole remedy
shall be limited to commencing an action seeking injunctive relief or declaratory judgment. The parties hereto agree that any action
or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment. Lender
agrees that, in such event, it shall cooperate in expediting any action seeking injunctive relief or declaratory judgment.


 


Section 16.7.     Marshalling and
Other Matters.


 


Borrower
hereby waives, to the extent permitted by applicable Legal Requirements, the benefit of all appraisement, valuation, stay, extension,
reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale under the Security
Instrument of the Property or any part thereof or any interest therein. Further, Borrower hereby expressly waives any and all rights
of redemption from sale under any order or decree of foreclosure of the Security Instrument on behalf of Borrower, and on behalf
of each and every person acquiring any interest in or title to the Property subsequent to the date of the Security Instrument and
on behalf of all persons to the extent permitted by applicable Legal Requirements.


 


Section 16.8.     Waiver of Statute
of Limitations.


 


To
the extent permitted by applicable Legal Requirements, Borrower hereby expressly waives and releases, to the fullest extent permitted
by applicable Legal Requirements, the pleading of any statute of limitations as a defense to payment of the Debt or performance
of its obligations hereunder, under the Note, Security Instrument or other Loan Documents.


 


Section 16.9.     Waiver of Counterclaim.


 


To the extent
permitted by applicable law, Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in
any action or proceeding brought against it by Lender or any of its agents.


 


Section 16.10.     Sole Discretion
of Lender.


 


Wherever
pursuant to this Agreement (a) Lender exercises any right given to it to approve or disapprove, (b) any arrangement or term is
to be satisfactory to Lender, or (c) any other decision or determination is to be made by Lender, the decision to approve or disapprove,
all decisions that arrangements or terms are satisfactory or not satisfactory, and all other decisions and determinations made
by Lender, shall be in the sole discretion of Lender except, in each case, as may be otherwise expressly and specifically provided
herein.


 






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ARTICLE 17.


 


MISCELLANEOUS


 


Section
17.1. Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates
delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note,
and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period
is expressly set forth in this Agreement, the Security Instrument, the Note or the other Loan Documents, it being acknowledged,
however, that the representations and warranties in this Agreement are made solely as of the date hereof unless remade pursuant
to the terms of this Agreement or another Loan Document. Whenever in this Agreement any of the parties hereto is referred to, such
reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and
agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors
and assigns of Lender.


 


Section
17.2. Governing Law. THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE
LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT
HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, 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 AND ANY DISPUTES, CLAIM OR CONTROVERSY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS (WHETHER SOUNDING IN CONTRACT OR TORT LAW), THIS AGREEMENT, 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 (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW)) AND ANY APPLICABLE
LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES MATTERS RELATING TO THE CREATION, PERFECTION AND PROCEDURES
RELATING TO THE ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT TO THE SECURITY INSTRUMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE IN WHICH THE PROPERTY DESCRIBED THEREIN IS LOCATED (WITHOUT
REGARD TO CONFLICT OF LAW PROVISIONS THEREOF), IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH
STATE, THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN §§ 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) SHALL GOVERN ALL MATTERS RELATING TO THE SECURITY INSTRUMENT AND THE
OTHER LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW,
BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS
THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, 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.


 






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ANY
LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS
WILL, AT LENDER’S OPTION, BE INSTITUTED IN (OR, IF PREVIOUSLY INSTITUTED, MOVED TO) ANY FEDERAL OR STATE COURT DESIGNATED
BY LENDER IN THE CITY OF NEW YORK, COUNTY OF NEW YORK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY (I) WAIVES ANY
OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING
AND (II) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER AND LENDER
HEREBY ACKNOWLEDGE AND AGREE THAT THE FOREGOING AGREEMENT, WAIVER AND SUBMISSION ARE MADE PURSUANT TO SECTION 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW.


 


BORROWER
DOES HEREBY DESIGNATE AND APPOINT:


 


CORPORATION
SERVICE COMPANY


80
STATE STREET


ALBANY,
NY 12207


 


AS
ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT,
ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT
SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY
RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I)
SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) 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 (III) 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.


 


Section
17.3. Headings. The Article and/or Section headings in this Agreement are included herein for convenience of reference only
and shall not constitute a part of this Agreement for any other purpose.


 






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Section
17.4.     Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable Legal Requirements, but if any provision of this Agreement shall be prohibited by or invalid under applicable
Legal Requirements, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.


 


Section
17.5.     Preferences. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments
by Borrower to any portion of the obligations of Borrower hereunder. To the extent Borrower makes a payment or payments to Lender,
which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, receiver or any other party under any Creditors Rights Laws, state or federal law, common
law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended
to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by
Lender.


 


Section 17.6.     Expenses.


 
(a)     Except as otherwise expressly set forth herein (including, without limitation, as expressly provided in Article 11 and Section 17.26 hereof), Borrower covenants and agrees to pay its own costs and expenses and pay, or, if Borrower fails to pay, to reimburse, Lender upon receipt of written notice from Lender for all reasonable out-of-pocket costs and expenses (including reasonable, actual attorneys’ fees and disbursements of counsel), in each case, incurred by Lender in accordance with this Agreement in connection with: (i) the preparation, negotiation, execution and delivery of this Agreement, the Security Instrument, the Note and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for any Borrower Party (including without limitation any opinions reasonably requested by Lender prior to the Closing Date as to any legal matters arising under this Agreement, the Security Instrument, the Note and the other Loan Documents with respect to the Property); (ii) unless otherwise expressly provided in the Loan Documents, Lender’s actual out-of-pocket costs incurred in connection with any requests made by Borrower pursuant to the provisions of this Agreement; (iii) Lender’s ongoing performance and compliance with all agreements and conditions contained in this Agreement, the Security Instrument, the Note and the other Loan Documents on its part to be performed or complied with after the Closing Date (including, without limitation, those contained in Articles 8 and 9 hereof); (iv) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement, the Security Instrument, the Note and the other Loan Documents and any other documents or matters reasonably requested by (x) prior to the Closing Date, Lender and (y) after the Closing Date, Borrower; (v) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement; and (vi) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred in creating and perfecting the lien in favor of Lender pursuant to this Agreement, the Security Instrument, the Note and the other Loan Documents; provided, however, that Borrower shall not be liable for the payment of any costs and expenses under this Section 17.6 to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender.



 






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 (b)      In addition, except as otherwise expressly set forth herein, Borrower covenants and agrees to pay its own costs and expenses and pay, or, if Borrower fails to pay, to reimburse, Lender, upon receipt of written notice from Lender for all reasonable out-of-pocket costs and expenses (including reasonable, actual attorneys’ fees and disbursements of, counsel), in each case, incurred by Lender in accordance with this Agreement in connection with: (i) unless otherwise expressly provided in this Agreement, enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the Security Instrument, the Note, the other Loan Documents, the Property, or any other security given for the Loan; (ii) servicing the Loan (including, without limitation, enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the Security Instrument, the Note and the other Loan Documents or with respect to the Property) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; and (iii) the preparation, negotiation, execution, delivery, review, filing, recording or administration of any documentation associated with the exercise of any of Borrower’s rights hereunder and/or under the other Loan Documents regardless of whether or not any such right is consummated in each case, in accordance with the applicable terms and conditions hereof; provided, however, that, with respect to each of subsections (i) though (iii) above, (A) none of the foregoing subsections shall be deemed to be mutually exclusive or limit any other subsection, (B) the same shall be deemed to (I) include, without limitation and in each case, any related special servicing fees, liquidation fees, modification fees, work-out fees and other similar costs or expenses payable to any Servicer, trustee and/or special servicer of the Loan (or any portion thereof and/or interest therein) and (II) exclude any requirement that Borrower directly pay the base monthly servicing fees due to any master servicer on account of the day to day, routine servicing of the Loan (provided, further, that the foregoing subsection (II) shall not be deemed to otherwise limit any fees, costs, expenses or other sums required to be paid to Lender under this Section, the other terms and conditions hereof and/or of the other Loan Documents) and (C) Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Notwithstanding the foregoing or anything to the contrary in this Agreement, no special servicing fees or similar costs shall be due and payable by Borrower except, after a Securitization, to the extent attributable to periods when an Event of Default has occurred and is continuing or the Loan is in workout or forbearance or is otherwise is in “special servicing”.


 





Section
17.7. Cost of Enforcement. In the event (a) that the Security Instrument is foreclosed in whole or in part, (b) of the
bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or any of its constituent Persons
or an assignment by Borrower or any of its constituent Persons for the benefit of its creditors, or (c) Lender properly
exercises any of its other remedies under this Agreement, the Security Instrument, the Note and the other Loan Documents,
Borrower shall be chargeable with and agree to pay all costs of collection and defense, including actual out-of-pocket
attorneys’ fees and costs of, counsel, in each case, for Lender, incurred by Lender or Borrower in connection therewith
and in connection with any appellate proceeding or post judgment action involved therein, together with all required service
or use taxes.


 






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Section
17.8. Schedules and Exhibits Incorporated. The Schedules and Exhibits annexed hereto are hereby incorporated herein as a part
of this Agreement with the same effect as if set forth in the body hereof.


 


Section
17.9. Offsets, Counterclaims and Defenses. To the extent permitted by applicable law, any assignee of Lender’s interest
in and to this Agreement, the Security Instrument, the Note and the other Loan Documents shall take the same free and clear of
all offsets, counterclaims (other than a compulsory counterclaim) or defenses which are unrelated to such documents and the Loan
which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be
interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right
to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly
waived by Borrower.


 


Section
17.10. No Joint Venture or Partnership; No Third Party Beneficiaries; Non Liability of Lenders.


 
(a)      Borrower and Lender intend that the relationships created under this Agreement, the Security Instrument, the Note and the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and/or Lender nor to grant Lender any interest in the Property other than that of mortgagee, beneficiary or lender.



 
(b)     This Agreement, the Security Instrument, the Note and the other Loan Documents are solely for the benefit of Lender and Borrower and nothing contained in this Agreement, the Security Instrument, the Note or the other Loan Documents shall be deemed to confer upon anyone other than Lender or Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of Lender and no other Person (other than Lender) shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions (other than Lender), any or all of which may be freely waived in whole or in part by Lender if, in its sole discretion, Lender deems it advisable or desirable to do so.



 


(c)     The general partners, members, principals and (if Borrower is a trust) beneficial owners of Borrower are experienced in the ownership and operation of properties similar to the Property, and Borrower and Lender are relying solely upon such expertise and business plan in connection with the ownership and operation of the Property. Borrower is not relying on Lender’s expertise, business acumen or advice in connection with the Property.




 






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(d)      Notwithstanding anything to the contrary contained herein, Lender is not undertaking the performance of (i) any obligations related to the Property (including, without limitation, under the Leases); or (ii) any obligations with respect to any agreements, contracts, certificates, instruments, franchises, permits, trademarks, licenses and other documents to which any Borrower Party and/or the Property (or any portion thereof) is subject.


 


(e)      By accepting or approving anything required to be observed, performed or fulfilled or to be given to Lender pursuant to this Agreement, the Security Instrument, the Note or the other Loan Documents, including, without limitation, any officer’s certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal, or insurance policy, Lender shall not be deemed to have warranted, consented to, or affirmed the sufficiency, the legality or effectiveness of same, and such acceptance or approval thereof shall not constitute any warranty or affirmation with respect thereto by Lender.


 


(f)      Borrower recognizes and acknowledges that in accepting this Agreement, the Note, the Security Instrument and the other Loan Documents, Lender is expressly and primarily relying on the truth and accuracy of the representations and warranties set forth in Article 3 of this Agreement without any obligation to investigate the Property and notwithstanding any investigation of the Property by Lender; that such reliance existed on the part of Lender prior to the date hereof, that the warranties and representations are a material inducement to Lender in making the Loan; and that Lender would not be willing to make the Loan and accept this Agreement, the Note, the Security Instrument and the other Loan Documents in the absence of the warranties and representations as set forth in Article 3 of this Agreement.


 


(g)     Lender shall not have any fiduciary responsibilities to Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by Lender to Borrower or any other Borrower Party. Lender undertakes no responsibility to Borrower to review or inform Borrower of any matter in connection with any phase of Borrower’s business or operations.




 



Section 17.11. Publicity; Confidentiality.


 


(a)     Publicity. All news releases, publicity or advertising by Borrower, Lender or their respective Affiliates through any media intended to reach the general public which refers to this Agreement, the Note, the Security Instrument or the other Loan Documents or the financing evidenced by this Agreement, the Note, the Security Instrument or the other Loan Documents, or to Lender or any of its Affiliates shall be subject to the prior written approval of Lender or Borrower, as applicable, not to be unreasonably withheld or delayed; provided, that (a) Borrower may issue a release stating that a financing has occurred which does not mention Lender or any Affiliates of Lender, any of the material terms of the Loan (other than the Loan amount) or any Securities or Securitization or any prospective securitization or securities related to the Loan and (b) Lender may commission advertisements in newspapers, trade publications or other written public advertisement media (including tombstone advertisements) which may include references to the Loan and the Property (but not to Sponsor or the name “Brookfield”). The foregoing shall not apply to any marketing materials that are prepared by or on behalf of Lender in connection with a potential Secondary Market Transaction, it being agreed that Lender shall have the right to issue, without Borrower’s approval, and Borrower hereby authorizes Lender to issue, such marketing materials, term sheets and other materials as Lender may deem reasonably necessary or appropriate in connection with Lender’s own marketing activities with respect to any potential Secondary Market Transaction, and such materials may describe the Loan in general terms or in detail and Lender’s participation therein.




 






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(b)     Confidentiality. Except as otherwise provided by Legal Requirements, Lender shall keep all non-public information obtained pursuant to the requirements of this Agreement in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices but in any event may make disclosure: (i) to any of their respective Affiliates (provided any such Affiliate shall agree to keep such information confidential in accordance with the terms of this Section); (ii) as reasonably requested by any bona fide assignee, participant or other transferee in connection with the contemplated transfer of any Note or participations therein as permitted hereunder (provided they shall agree to keep such information confidential in accordance with the terms of this Section); (iii) as required or requested by any Governmental Authority or representative thereof or pursuant to legal process or in connection with any legal proceedings; (iv) to the Lender’s independent auditors and other professional advisors (provided they shall be notified of the confidential nature of the information and either have a legal obligation to keep such information confidential or agree to keep such information confidential in accordance with the terms of this Section); (v) in connection with any Secondary Market Transaction; (vi) if an Event of Default exists, to any other Person, as deemed reasonably necessary by Lender in connection with the exercise by the Lender of its rights hereunder or under any of the other Loan Documents; and (vii) to the extent such information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Lender on a non- confidential basis from a source other than the Borrower or any Affiliate.





 


Section
17.12. Limitation of Liability. No claim may be made by Borrower or any other Person against Lender, or its Affiliates, directors,
officers, employees, attorneys or agents, for any special, indirect, consequential or punitive damages in respect of any claim
for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement
or any act, omission or event occurring in connection therewith; and, to the extent permitted by applicable law, Borrower hereby
waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or
suspected to exist in its favor.


 


Section
17.13. Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this
Agreement and the Security Instrument, the Note or any of the other Loan Documents, the provisions of this Agreement shall
control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation,
drafting and execution of this Agreement, the Note, the Security Instrument and the other Loan Documents and this Agreement,
the Note, the Security Instrument and the other Loan Documents shall not be subject to the principle of construing their
meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely
solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements,
representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to
any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, the Note, the
Security Instrument and the other Loan Documents or any other agreements or instruments which govern the Loan by virtue of
the ownership by Lender or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in
Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the
foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages
in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse
to or competitive with the business of Borrower or its Affiliates.


 






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Section
17.14. Entire Agreement. This Agreement, the Note, the Security Instrument and the other Loan Documents contain the entire
agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements
among or between such parties, whether oral or written between Borrower and Lender are superseded by the terms of this Agreement,
the Note, the Security Instrument and the other Loan Documents.


 


Section 17.15.
Liability. If Borrower consists of more than one Person, the obligations and liabilities of each such Person hereunder shall
be joint and several. This Agreement shall be binding upon and inure to the benefit of Borrower, Lender and their respective successors
and assigns forever.


 


Section
17.16. Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate
original shall be deemed to be an original. The failure of any party hereto to execute this Agreement, or any counterpart hereof,
shall not relieve the other signatories from their obligations hereunder. The words “execution,” “signed,”
 “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection
with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the
keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent
and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act.


 






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Section
17.17. Brokers. Borrower agrees (i) to pay any and all fees imposed or charged by all brokers, mortgage bankers and
advisors (each a “Broker”) hired or contracted by any Borrower Party or their respective Affiliates in
connection with the transactions contemplated by this Agreement and (ii) to indemnify and hold Lender harmless from and
against any and all claims, demands and liabilities for brokerage commissions, assignment fees, finder’s fees or other
compensation whatsoever arising from this Agreement or the making of the Loan which may be asserted against Lender by any
Person (unless such Person is claiming a fee or compensation as a result of the actions of Lender). The foregoing indemnity
shall survive the termination of this Agreement and the payment of the Debt. Borrower hereby represents and warrants that,
other than Eastdil Secured, no Broker was engaged by any Borrower Party in connection with the transactions contemplated by
this Agreement. Lender hereby agrees to pay any and all fees imposed or charged by any Broker hired solely by Lender.
Borrower acknowledges and agrees that (a) any Broker is not an agent of Lender and has no power or authority to bind Lender,
(b) Lender is not responsible for any recommendations or advice given to any Borrower Party by any Broker, (c) Lender and the
Borrower Parties have dealt at arm’s-length with each other in connection with the Loan, (d) no fiduciary or other
special relationship exists or shall be deemed or construed to exist among Lender and the Borrower Parties and (e) none of
the Borrower Parties shall be entitled to rely on any assurances or waivers given, or statements made or actions taken, by
any Broker which purport to bind Lender or modify or otherwise affect this Agreement or the Loan, unless Lender has, in its
sole discretion, agreed in writing with any such Borrower Party to such assurances, waivers, statements, actions or
modifications. Borrower acknowledges and agrees that Lender may, in its sole discretion, pay fees or compensation to any
Broker in connection with or arising out of the closing and funding of the Loan. Such fees and compensation, if any, (i)
shall be in addition to any fees which may be paid by any Borrower Party to such Broker and (ii) create a potential conflict
of interest for Broker in its relationship with the Borrower Parties. Such fees and compensation, if applicable, may include
a direct, one-time payment, servicing fees and/or incentive payments based on volume and size of financings involving Lender
and such Broker.


 








Section
17.18. Set-Off. In addition to any rights and remedies of Lender provided by this Agreement and by law, Lender is hereby authorized
by Borrower, at any time while an Event of Default is continuing, without prior notice to Borrower or to any other Person, any
such notice being hereby expressly waived by Borrower to the extent permitted by applicable law, to set off and to appropriate
and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of
deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Lender or any affiliate of the
Lender, to or for the credit or the account of Borrower against and on account of any of the Debt, irrespective of whether or not
any or all of the Debt has been declared to be, or has otherwise become, due and payable as permitted hereunder, and although the
Debt or the applicable portion thereof shall be contingent or unmatured.


 


Section
17.19. Intercreditor Agreement. Lender and Mezzanine Lender are parties to a certain intercreditor agreement dated as of
the date hereof (the “Intercreditor Agreement”) memorializing their relative rights and obligations with
respect to the Loan, the Mezzanine Loan, Borrower, Mezzanine Borrower and the Property. Borrower hereby acknowledges and
agrees that (i)  such Intercreditor Agreement is
intended solely for the benefit of Lender and Mezzanine Lender and (ii) Borrower and Mezzanine Borrower are not intended
third-party beneficiaries of any of the provisions therein and shall not be entitled to rely on any of the provisions
contained therein. Neither Lender nor Mezzanine Lender shall have any obligation to disclose to Borrower or Mezzanine
Borrower the contents of the Intercreditor Agreement. Borrower’s obligations hereunder are independent of such
Intercreditor Agreement and remain unmodified by the terms and provisions thereof. In no event shall Borrower be bound by, or
be charged with knowledge of, the terms and conditions of the Intercreditor Agreement.


 






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Section 17.20. [Intentionally
Omitted].


 


Section 17.21. [Intentionally Omitted].


 


Section
17.22. Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any
Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may
be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


 


(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and




 


(b) the effects of any Bail-In Action on any such liability, including, if applicable:




 



 (i)               a reduction in full or in part or cancellation of any such liability;




 


(ii)             
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under
this Agreement or any other Loan Document; or


 


(iii)            
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of
any EEA Resolution Authority.


 


Section
17.23. Titled Parties. From time to time at its discretion, DB may add Persons as titled parties hereto and in connection therewith
the parties hereto agree that a replacement cover page will be generated to reflect such titled parties.


 


Section
17.24. Federal Reserve Bank Assignments; German Covered Bonds. In addition to the assignments and participations
permitted under the foregoing Sections, and without the need to comply with any of the formal or procedural requirements of
the foregoing Sections, any Lender may at any time and from time to time collaterally assign its interests in all or any
portion of its rights under all or any of the Loan Documents to (i) a Federal Reserve Bank or (ii) any Person which is a
trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage
pool securing covered mortgage bonds issued by an eligible German bank (Pfandbriefbanken), the bondholders (as a
collective whole) thereof, or by any other Person otherwise permitted to issue covered mortgage bonds
(Hypothekenpfandbriefe) under German Pfandbrief legislation, as such legislation may be amended and in effect from
time to time, or any successor or substitute legislation. No such pledge, assignment or transfer shall release the assigning
Lender from its obligations hereunder. Borrower shall and shall cause each other Borrower Party (other than Guarantor) to
execute within fifteen (15) Business Days after request therefor is made by any Lender, any documents or any amendments,
amendments and restatements and/or modifications to any Loan Documents (including, without limitation, amended, amended and
restated, modified and/or additional promissory notes) and/or estoppel certificates reasonably requested by such Lender in
order to make the Loan Documents eligible under German Pfandbrief legislation, as such legislation may be amended and in
effect from time to time, or any substitute or successor legislation, provided that in no event shall any such
document or any amendment, amendment and restatement and/or modification and/or estoppel certificate reduce any Borrower
Party’s rights or increase any Borrower Party’s obligations, in either case, other than to a de minimis or
ministerial extent.


 






    - 174 -


     


    

 


Section
17.25. Information to Assignee, Etc. Subject in all events to the provisions of Section 17.11(b), a Lender may furnish
any information concerning the Borrower, any other Borrower Party or any affiliate thereof in the possession of such Lender from
time to time to assignees and participants (including prospective assignees and participants).


 


Section
17.26. Servicer. At the option of Lender, the Loan may be serviced by a servicer/trustee selected by Lender
(collectively, the “Servicer”) and Lender may delegate all or any portion of its responsibilities under
this Agreement and the other Loan Documents to such Servicer pursuant to a servicing agreement between Lender and such
Servicer (the “Servicing Agreement”). Borrower shall be responsible for the set-up fees and any other
initial costs relating to or arising under the Servicing Agreement, but shall not be responsible for payment of the monthly
servicing fee due to the Servicer under the Servicing Agreement, which costs shall be paid by the Lender. Notwithstanding the
foregoing, if the Loan is Securitized, Borrower shall reimburse Lender on demand for (a) all actual out-of-pocket reasonable
costs and expenses, liquidation fees, workout fees or special servicing fees as a result of an Event of Default or the Loan
becoming “specially serviced”, or any enforcement, refinancing or restructuring of the credit arrangements
provided for under the Loan Documents in the nature of a “work-out” of the Loan Documents or any insolvency or
bankruptcy of Borrower, in each case without duplication, to the extent default interest paid by Borrower under the Loan
Documents is insufficient to pay the same (provided that in any event (x) annual special servicing fees shall not
exceed fifteen hundredths of one percent (0.15%) of the then outstanding Loan amount per annum, (y) workout fees shall not
exceed one-quarter of one percent (0.25%) of each collection of interest and principal collections of the Loan and shall not
be payable by Borrower unless an Event of Default has occurred, and (z) liquidation fees shall not exceed the amount, if any,
by which one-quarter of one percent (0.25%) of liquidation proceeds exceeds amount previously paid in respect of workout fees
and shall not be payable by Borrower unless an Event of Default has occurred) and (b) during the continuance of an Event of
Default or at any time when the Loan is “specially serviced,” the reasonable costs of all customary property
inspections and/or appraisals of the Property (or updates to any existing inspection or appraisal) that Servicer may be
required to obtain pursuant to the applicable trust and servicing agreement or pooling and servicing agreement (other than
the cost of regular annual inspections required to be borne by Servicer under such servicing agreement). Additionally,
Borrower shall pay all reasonable out-of-pocket costs and expenses (but not any additional servicing fee) in connection with
any consent requests made by Borrower during the term of the Loan. For avoidance of doubt, no modification fee or other
amount (other than Lender’s reasonable out-of-pocket costs) shall be payable in connection with (i) any transaction for
which a workout fee is paid or (ii) any assumption of the Loan except as expressly provided in Section 6.4 hereof. To
the extent late charges and default interest under the Loan Documents paid by Borrower are insufficient to pay the same (and
all actual out-of-pocket reasonable costs and expenses, liquidation fees, workout fees or special servicing fees as a result
of an Event of Default under the Loan Documents or the Loan becoming “specially serviced,” or any enforcement,
refinancing or restructuring of the credit arrangements provided for under the Loan Documents in the nature of a
 “work-out” of the Loan Documents or any insolvency or bankruptcy of Borrower, subject to the caps specified
herein), Borrower shall pay the interest payable on advances made by Servicer or the trustee with respect to any delinquent
debt service payments and any protective advances.


 






    - 175 -


     


    

 


Section
17.27. Borrower Affiliate Lender. Lender agrees that the Lender Documents to which it is a party shall not prohibit or restrict
Affiliates of Borrower from purchasing or otherwise acquiring and owning a beneficial interest (a) in any single or multi-class
non-controlling Securities in respect of any private or public Securitization of the Loan, (b) of not more than forty- nine percent
(49%) in the Loan (provided a Securitization has not occurred with respect to the Loan and such beneficial interest arises
only as the result of such Borrower Affiliate Lender acquiring an interest in a previously non-Affiliated Person who owned a beneficial
interest in the Loan at the time of such Borrower Affiliate Lender’s acquisition), (c) of more than forty-nine percent (49%)
in the Loan (provided a Securitization has not occurred with respect to the Loan and such beneficial interest arises only
as the result of such Borrower Affiliate Lender acquiring an interest in a previously non-Affiliated Person who owned a beneficial
interest in the Loan at the time of such Borrower Affiliate Lender’s acquisition), provided that within sixty (60)
days of such acquisition Borrower Affiliate Lender’s beneficial interest in the Loan shall be reduced to (and remain) not
more than forty-nine percent (49%) or (d) in the Mezzanine Loan (each acquiring Affiliate, a “Borrower Affiliate Lender”),
provided, however, that the Lender Documents may include restrictions on the exercise of the rights and remedies
by such Borrower Affiliate Lender under the Loan and the Mezzanine Loan including, without limitation, (i) restrictions on any
such Borrower Affiliate Lender having the right to, or exercising, directly or indirectly, any control, decision-making power,
voting rights, notice and cure rights, or other rights that would otherwise benefit a holder by virtue of its ownership or control
of any interest with respect to the Loan or Mezzanine Loan, (ii) restrictions on any such Borrower Affiliate Lender’s approval
and consent rights under any intercreditor or co-lender agreement, (iii) restrictions on such Borrower Affiliate Lender’s
initiation of enforcement actions against equity collateral, (iv) restrictions on the making of protective advances, (v) restrictions
on such Borrower Affiliate Lender from making or bringing any claim, in its capacity as a holder of any direct or indirect interest
in the Loan or the Mezzanine Loan, against Lender, Mezzanine Lender or any agent of any of the foregoing with respect to the duties
and obligations of such Person under the Loan Documents, the Mezzanine Loan Documents, any intercreditor agreement or any applicable
co-lender agreement, and (vi) restrictions on such Borrower Affiliate Lender’s access to any information regarding the Loan
and the Mezzanine Loan, including any electronic platform for the distribution of materials or information among the Lender and
the Mezzanine Lender, any “asset status reports” or any correspondence or materials or notices of or participation
in any discussions, meetings or conference calls (among Lender and/or Mezzanine Lender, any of their respective co-lenders or participants,
or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy)
involving the Loan or Mezzanine Loan, other than in its capacity as Borrower or Mezzanine Borrower to the extent discussions and
negotiations are being conducted with Borrower or Mezzanine Borrower (as distinct from internal discussions and negotiations among
the various creditors).


 


Section 17.28. Co-Tenancy
Provisions. The following provisions shall apply with respect to the TIC Property:


 


(a)    Partition. Notwithstanding anything to the contrary contained herein, Borrower shall not bring an action for partition with respect to Borrower’s ownership interest in the TIC Property or to compel any sale thereof without the consent of Lender. Borrower expressly waives any and all rights to partition the TIC Property (without Lender’s consent) until the Loan is paid in full and all of Borrower’s obligations under the Loan Documents are satisfied.


 


(b)    Notice of Default of Co-Tenancy Agreement. Borrower shall give prompt written notice to Lender of any default of which it has knowledge under the Co-Tenancy Agreement.


 


(c)    Co-Tenancy Agreement. Borrower hereby covenants and agrees to comply with all of the terms of the Co-Tenancy Agreement in all material respects. Borrower hereby further covenants and agrees that it shall not materially amend or materially modify or terminate the Co-Tenancy Agreement without the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned.


   









    - 176 -


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives,
all as of the day and year first above written.


 


	 	BORROWER:
	 	 
	 	EYP REALTY, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:  	/s/ Jason Kirschner 
	 	Name: Jason Kirschner 
	 	Its: Authorized Signatory




 


[SIGNATURES
CONTINUE ON NEXT PAGE]


 


[Signature Page to Mortgage Loan Agreement]


 






     


     


    

 


	 	LENDER:
	 	 
	 	MORGAN STANLEY BANK, N.A.,
	 	a
    national banking association
	 	 
	 	By:  	 /s/ Cynthia Eckes
	 	Name: Cynthia Eckes
	 	Its: Authorized Signatory




 


[SIGNATURES
CONTINUE ON NEXT PAGE]


 


[Signature Page to Mortgage Loan Agreement]


 






     


     


    

 


	 	LENDER:
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	a
    national banking association
	 	 
	 	By:  	 /s/ Jeffrey Cirillo
	 	Name: Jeffrey Cirillo
	 	Its: Authorized Signatory




 





[Signature Page to Mortgage Loan Agreement]

 






     


     


    

 


SCHEDULE I


 


[RESERVED]


 






     


     


    

 


SCHEDULE
II 


 


QUALIFIED MANAGERS


 


		1.	Cassidy Turley



 


		2.	CBRE Group, Inc.



 


		3.	Colliers International






 


		4.	Cushman & Wakefield Inc.



 


		5.	Hines Interests Limited Partnership



 


		6.	Jones Lang LaSalle Incorporated



 


		7.	Lincoln Property Company



 


		8.	Newmark Knight Frank



 


		9.	Transwestern



 






     


     


    

 


SCHEDULE
III


 


ORGANIZATIONAL CHART


 


(attached hereto)


 






     


     


    

 


 


 





EY
Plaza

 725 S. Figueroa St.


as at September 14, 2020


Ownership 100% unless otherwise
noted


Page 1 of 2


  





 
	(1)	Three other investors hold
an aggregate interest of 52.6637% in Brookfield DTLA Holdings LLC



 


- Continued on Page 2
-


 






     


     


    

 


 


 


EY
Plaza

 725 S. Figueroa St.


as at September 14, 2020


Ownership 100% unless otherwise
noted


Page 2  of 2



 





 
	(2)	Brookfield DTLA 725 South
Figueroa REIT LLC – there are 125 shareholders holding 125 Series A Preferred shares (non-voting)



 






     


     


    




 


SCHEDULE
IV


 


REQUIRED REPAIRS


 
	 	1.	 Under-building Parking Garage Slab Crack Filling - $3,000.00 (within 360 days of the Closing Date)


 


		2.	Add 4 ADA Accessible Parking Spaces - $1,000.00 (within 90 days of the Closing Date)



 


		3.	Add 1 SFA Accessible Van Parking Space - $250.00 (within 90 days of the Closing Date)



 


In each case, if such repair
cannot reasonably be completed within such period and Borrower shall have commenced to complete the same within such period and
thereafter diligently and expeditiously proceeds to complete the same, such period shall be extended for so long as it shall require
Borrower in the exercise of due diligence to complete the same.


 






     


     


    

 


SCHEDULE
V


 


QUALIFIED PARKING MANAGERS


 


		1.	SP Plus Corporation



 


		2.	REEF Parking



 


		3.	LAZ Parking



 


		4.	Ace Parking Management, Inc.



 


		5.	Premier Parking



 


		6.	Premium Parking



 


		7.	Secure Parking USA



 






     


     


    

 



 


SCHEDULE VI



 


AMENDED REA TERMS


 


Borrower
shall have the right to amend or terminate the existing Reciprocal Easement Agreements (“Existing REAs”) encumbering
Lots 2 through 10 of Map 32622 and Lots 1 through 4 of Map 71804 and to record new or amended agreements granting easements and
other rights within the parcels included in the Commercial Property and the Residential Property (as defined below). The agreements
or declarations to be recorded by Borrower are sometimes referred to herein collectively as the (“New Agreements”).
So long as the New Agreements are substantially consistent with the terms set forth below, Lender covenants and agrees that it
will cooperate with Borrower and consent to the recordation of the New Agreements, and that it will, within ten (10) Business Days
after delivery of the New Agreements to Lender, execute a consent to the recordation of the New Agreements which will also subordinate
Lender’s interest in the Property to the New Agreements and will further consent to the release of any or all of the Existing
REAs as may be requested by Borrower in connection with the recordation of the New Agreements, in each case in form and, with respect
to any other terms and conditions other than those described below, substance reasonably satisfactory to Lender.


 


1.   
New Commercial Property REAs. Borrower intends to record a new Reciprocal and Cost Sharing Agreement on Lot 2, and
Lots 4 through 10 of Map 32622, and Lots 1 through 4 of Map 71804 (“Commercial Property”) and in connection
therewith may terminate or supersede all of the Existing REAs (“New Commercial Property REA”). The New Commercial
Property REA will include, without limitation, the following:


 


(a)  
Responsible Party. The New Commercial Property REA will either provide for the appointment of one owner to serve
as the single responsible party to perform the common maintenance and other obligations which shall be described in the New Commercial
Property REA and collect the allocable share of shared expenses (“Shared Expenses”) from the other owners of
the Commercial Property (“Commercial Owners”), or shall provide for the establishment of either an unincorporated
or incorporated association that will perform the maintenance obligations, provide the services, collect the Shared Expenses, obtain
the insurance and perform the other obligations described in the New Commercial Property REA. The Commercial Owner who is appointed
to perform such services, or the association which may be formed, is referred to herein as the “Responsible Party”.
If such Responsible Party is an association, Borrower shall deliver conditional resignations and voting proxies to Lender and Mezzanine
Lender in connection with the execution of the New Commercial Property REA, together with an estoppel certificate from such Responsible
Party, each in form and substance reasonably satisfactory to Lender and Mezzanine Lender. Notwithstanding the foregoing, the Borrower
shall retain the same (or greater or an amount based upon its proportionate interests) decision-making control with respect to
the Commercial Property as it has under the Existing REAs prior to the execution of the New Commercial Property REA, including,
without limitation, approval over any budget established thereunder.


 






     


     


    

 


(b)   Establishment
of Easements. The New Commercial Property REA will memorialize and grant or reserve, as may be necessary, all of the
easements required for the benefit of the Commercial Owners within the Commercial Property which shall include, without
limitation the following: (i) utility easements; (ii) pedestrian and vehicular ingress and egress easements; (iii) easements
for encroachments and support; (iv) easements for use of the Plaza Area; (v) easements for the condensers and fire life
safety systems, etc.; (vi) easements for shared trash and loading areas, as applicable; and (vii) all other easements deemed
necessary by a Borrower based upon a comprehensive analysis of the Commercial Property. Any such easement must be sufficient
to allow Borrower to continue to operate the Property in the manner it currently does and in accordance with this
Agreement.


 


(c) 
Common Maintenance Areas and Services. The New Commercial Property REA will identify the maintenance obligations
and the services that will be provided by the Responsible Party, which shall be identified on a Maintenance Areas and Shared Expenses
Allocation Chart which shall be attached to the New Commercial Property REA. It is anticipated that there will be maintenance obligations
or services provided that will benefit all Commercial Owners and which shall be included in a general benefit area or “GBA”
and others that will benefit fewer than all of the Commercial Owners which shall be included in a special benefit area or “SBA.”


 


(d)  
Use Restrictions. The New Commercial Property REA may impose use restrictions as may be deemed reasonably necessary
by Borrower and Lender given the uses of the Commercial Property and which may include the use restrictions imposed under the Existing
REAs.


 


(e)  
Shared Expenses. The New Commercial Property REA will provide for the right of the Responsible Party to levy and
collect the allocable shares of the Shared Expenses. Some of the Shared Expenses may be based upon a general allocation if the
services provided by the Responsible Party benefit all of the Commercial Owners and other Shared Expenses may be levied based
upon a special allocation if the services only benefit only some of the Commercial Owners and/or disproportionately benefit certain
Commercial Owners. Any such allocation shall be done in a manner that does not result in a materially greater allocation of Shared
Expenses to Borrower at the Ernst & Young Plaza Development as of the Closing Date.


 


(f)   
Levy of Expenses/Assessments. The Responsible Party shall have the right to collect the allocable shares of Shared
Expenses from the individual Commercial Owners. Lender shall have the right to establish a reserve for the collection and payment
of Borrower’s allocable share of Shared Expenses. Any lien right of the individual Commercial Owners shall be subordinate
to the Security Instrument in a manner consistent with the Owner’s REA and Sub- REA on the Closing Date.


 


(g)  
Alterations. To the extent Commercial Owners desire to make modifications that would impact the structural integrity
of the buildings, shared utility facilities or exterior areas and/or the exterior façades, etc. a procedure will be established
for review and approval by the Responsible Party, which shall not be inconsistent with the applicable terms of this Agreement.


 






     


     


    

 


(h)  
Insurance and Casualty. The New Commercial Property REA will require the Responsible Party to obtain property insurance
(and may include an obligation to obtain earthquake and terrorism insurance) for all or portions of the structural elements of
the buildings and will require rebuilding in the event of a casualty so long as there are sufficient insurance proceeds. The New
Commercial Property REA will also include customary insurance obligations including the obligation to obtain liability insurance,
garage keepers insurance, etc. If insurance proceeds are not adequate, then the New Commercial Property REA will include options
to address such shortfalls which may include mandatory payments of special assessments to fund such shortfalls. The Responsible
Party shall only obtain property insurance over the Parking Structure (and the common facilities, if applicable). Any property
insurance proceeds shall be held by a rated trustee. Each Commercial Owner (including Borrower) shall retain the right to maintain
insurance for its own property and to receive and apply those proceeds. Individual owners shall not be obligated to rebuild (other
than with respect to support elements and the parking structure). Insurance provisions for support elements should be consistent
with the provisions in the First Amendment to Sub-REA. Insurance provisions shall not be inconsistent with the requirements of
this Agreement.


 


(i)   
Mortgagee Rights. The New Commercial Property REA will include customary mortgagee and mezzanine lender protection
provisions and Rating Agency provisions (including those rights that exist under the existing Owner’s REA, Sub-REA, and related
estoppels delivered on the Closing Date).


 


(j)   
Reduction in Parking Spaces. The New Commercial Property REA shall not (a) reduce the minimum parking spaces allocated
to Borrower, (b) decrease the current parking revenue allocations to Borrower, (c) increase the current allocation of shared costs
to Borrower, or (d) have any other Material Adverse Effect.




 


(k)  
Amendments. Any amendments to the New Commercial Property REA must be approved by Lender, the Commercial Owners,
and their respective lenders (if any).


 


(l)   
Estoppels. In connection with the execution of the New Commercial Property REA, Lender and Mezzanine Lender shall
receive an estoppel from the parties thereto (or the association, if applicable), acknowledging their loans and rights to the lender
protections in the New Commercial Property REA, and the New Commercial Property REA shall contain provisions requiring future such
estoppels.


 


2.   
Reciprocal Easement and Maintenance Agreement Encumbering Lot 3 and the Commercial Property.


 


A
separate Reciprocal Easement and Maintenance Agreement (“Lot 3 REMA”) may be entered into between the Commercial
Owners on the one hand, and the Owner of Lot 3 of Map No. 32622 (“Residential Owner”). Lot 3 of Map No. 32622
is planned to be developed as a residential multi-family project (“Residential Property” or “Lot 3”).
Since the Lot 3 REMA will encumber the Commercial Property and the Residential Property, it will provide for the Commercial Property
and the Residential Property to be operated and maintained as a unified development project with respect to floor area ratio averaging,
open space, etc.


 






     


     


    

 


(a)    Easements
within Lot 3 in favor of the Commercial Property. The Lot 3 REMA will grant the following easements within Lot 3 in favor
of the Commercial Owners: (i) easements for ingress and egress in the subterranean tunnels to be constructed within the
Residential Property for ingress and egress from the parking garage to the commercial areas, (ii)   easements
for the use of a stairwell that benefits the Commercial Property; (iii) easements for potential outdoor plaza seating areas;
(iv) general easements for condensers, water piping, fire and similar general utility easements as may be required in
connection with any further development of the Residential Property and the Commercial Property; (v) easements for
encroachments and to the extent necessary support; (vi) easements for drainage if required in connection with the development
of the Residential Property and (vii) any other easements as may be reasonably necessary given the proposed development plans
for the Residential Property and the Commercial Property.


 


(b)   
Easements within the Commercial Parcels in Favor of Lot 3. The Lot 3 REMA will grant the following easements within
the Commercial Property in favor of the owner of the Residential Property (“Lot 3 Owner”): (i) easements for
vehicular and pedestrian access from 8th Street within certain portions of the Commercial Property to access the loading areas
and the trash rooms located within the Residential Parcel, (ii) easements for pedestrian and vehicular access from 7th Street to
Lot 3, (iii) easements for encroachments and to the extent necessary support, (iv) easements for drainage if required in connection
with any redevelopment of the Commercial Property, (v) easements through and for use of the outdoor plaza areas within the Commercial
Property, which shall include without limitation the right to egress onto the Plaza Area in perpetuity, and (vi) any other easements
as may be reasonably necessary given the proposed development plans for the Commercial Property.


 


(c)   
Limitations on Easement Rights. The exercise of limitations on easement rights will be subject to the customary provisions
for maintenance and repair emergency closures.


 


 (d)    Maintenance Obligations.




 


(i)               
In order to ensure the coordinated maintenance and appearance of the plaza area located within a portion of the Commercial
Property (“Plaza Area”), including the areas within the Residential Property fronting onto the Plaza Area, the
Lot 3 REMA will impose standards for maintenance of such areas on the respective owners (which in the case of the Commercial Property
will be the Responsible Party as described above) to ensure the coordinated quality and level of maintenance of the landscaping
and other improvements within or bordering the Plaza Area. The Lot 3 REMA may require the Responsible Party and the Residential
Owner to each engage a single contractor to perform the necessary maintenance of the Plaza Area and appurtenant areas within the
Residential Property or may impose such maintenance obligations on the Responsible Party, in which case the Residential Owner would
be obligated to reimburse the Responsible Party for its allocable share of such expenses.


 


(ii)              
The Lot 3 REMA will impose general standards for maintenance to ensure a consistent quality of maintenance, including obligations
for maintenance of exterior areas and the trash and loading areas.


 


(iii)            
The Lot 3 REMA will impose maintenance obligations on the Lot 3 Owner to maintain the subterranean tunnels and to ensure
these tunnels remain open for pedestrian and vehicular access subject to temporary closures for maintenance and repair and emergency
closures.


 






     


     


    

 


(e)   
Use Restrictions. The Lot 3 REMA will impose certain use restrictions to ensure that the Residential Property and
the tower to be constructed thereon are maintained in a manner which is consistent with the quality and appearance of the buildings
and other improvements within the Commercial Property.


 


(f)   
Insurance and Restoration. To ensure that there is insurance to rebuild any of the easement areas within the Residential
Property in the event of a casualty (including the rebuilding of the subterranean tunnels), the Lot 3 REMA will impose insurance
obligations on the Residential Owner including the obligation to obtain property insurance for the full replacement value of the
buildings and other improvements on the Residential Property, which may also include the obligation to obtain earthquake and terrorism
insurance. The property insurance policy will be required to name the Responsible Party (on behalf of the owners within the Commercial
Property) as an additional named insured and the first mortgagees of the owners within the Commercial Property as loss payees.
There will be an absolute obligation imposed on the Residential Owner to restore the subterranean tunnels in the event of a casualty
or to provide alternative access in the unlikely event that there is an election not to rebuild. Any plan of rebuilding which modifies
the areas fronting the Plaza Area shall require the approval of the Responsible Party.


 


(g)  
Mortgagee Rights. The Lot 3 REMA will include customary mortgagee and mezzanine lender protection provisions.


 


(h)   
Other Provisions. The Lot 3 REMA shall (i) provide for estoppel rights in favor of the Lender, Mezzanine Lender,
Commercial Owners and their respective lenders, (ii) not contain any financial obligations of Commercial Owners, (iii) not be terminated
without the consent of all Commercial Owners (and their mortgagees), and (iv) not have a Material Adverse Effect.


 






     


     


    

 


SCHEDULE VII


 


LEASE REPRESENTATION
DISCLOSURES


 


		1.	The following tenants are in default under their Leases, solely due to
the failure to pay rent as described in #2 below:



 


Doll Amir & Eley LLP; and


 


Metal Law Group LLP


 


		2.	The following tenants are in arrears in their payment of rent:



 





	Tenant	Outstanding Balance
	Boies Schiller Flexner LLP	$39,367
	Doll Amir & Eley, LLP	$85,405
	Metal Law Group LLP	Approx. $76,300
	Yacoubian & Powell, LLP	$7,142
	Breather Products US Inc.	$20,169


 


		3.	Borrower is in discussions and negotiations with Breather Products US Inc.
as to an amendment to its lease to provide for deferrment of rent thereunder. A draft of this amendment is currently under review
by the tenant.



 


		4.	Doll Amir is contesting validity of their lease, arguing doctrine of frustration/impossibility.
Borrower and tenant have traded letter correspondence as to this issue, but there has been no resolution while the Los Angeles
eviction moratorium order is in place.



 






     


     


    

 


SCHEDULE
VIII


 


LABOR AGREEMENTS


 


		1.	Agreement by and between the International Union of Operating Engineers,
Local No. 501 and Building Owners and Managers Association of Greater Los Angeles, Incorporated, November 1, 2016 – October
31, 2021.



 






     


     


    







 


SCHEDULE
IX 


 


CLOSING DATE FREE RENT


 
	Tenant	 	Oct-20	 	 	Nov-20	 	 	Dec-20	 	 	Jan-21	 	 	Feb-21	 	 	Mar-21	 	 	Apr-21	 	 	May-21	 
	Boies
    Schiller Flexner LLP	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	California
    Fair Plan Association	 	$	0.00	 	 	$	0.00	 	 	$	54,298.56	 	 	$	54,298.56	 	 	$	54,298.56	 	 	$	54,298.56	 	 	$	54,298.56	 	 	$	54,298.56	 
	Chicago
    Title Company	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	52,465.60	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	Clune
    Construction Company, L.P.	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	33,947.92	 
	Great
    American Insurance	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	67,882.25	 
	Monteleone
    & McCrory, LLP	 	$	0.00	 	 	$	18,628.32	 	 	$	0.00	 	 	$	0.00	 	 	$	18,628.32	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	Motorola
    Solutions, Inc.	 	$	15,950.50	 	 	$	15,950.50	 	 	$	15,950.50	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	Pacific
    Council	 	$	15,989.88	 	 	$	15,989.88	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	Pillsbury
    Winthrop Shaw	 	$	0.00	 	 	$	0.00	 	 	$	137,360.92	 	 	$	137,360.92	 	 	$	137,360.92	 	 	$	137,360.92	 	 	$	137,360.92	 	 	$	137,360.92	 
	 	 	$	31,940.38	 	 	$	50,568.70	 	 	$	207,609.98	 	 	$	244,125.08	 	 	$	210,287.80	 	 	$	191,659.48	 	 	$	191,659.48	 	 	$	293,489.65	 






 


	Tenant	 	Jun-21	 	 	Jul-21	 	 	Aug-21	 	 	Sep-21	 	 	Oct-21	 	 	Nov-21	 	 	Dec-21	 	 	Jan-22	 
	Boies
    Schiller Flexner LLP	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	56,417.07	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	California
    Fair Plan Association	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	Chicago
    Title Company	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	54,564.22	 
	Clune
    Construction Company, L.P.	 	$	33,947.92	 	 	$	33,947.92	 	 	$	33,947.92	 	 	$	33,947.92	 	 	$	33,947.92	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	Great
    American Insurance	 	$	67,882.25	 	 	$	67,882.25	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	Monteleone
    & McCrory, LLP	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	19,373.70	 	 	$	0.00	 	 	$	0.00	 
	Motorola
    Solutions, Inc.	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	Pacific
    Council	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	Pillsbury
    Winthrop Shaw	 	$	137,360.92	 	 	$	137,360.92	 	 	$	137,360.92	 	 	$	137,360.92	 	 	$	137,360.92	 	 	$	137,360.92	 	 	$	0.00	 	 	$	0.00	 
	 	 	$	239,191.09	 	 	$	239,191.09	 	 	$	171,308.84	 	 	$	227,725.91	 	 	$	171,308.84	 	 	$	156,734.62	 	 	$	-	 	 	$	54,564.22	 




 






     


     


    

 





	Tenant	 	Feb-22	 	 	Mar-22	 	 	Apr-22	 	 	Total	 
	Boies Schiller Flexner LLP	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	56,417.07	 
	California Fair Plan Association	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	325,791.36	 
	Chicago Title Company	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	107,029.82	 
	Clune Construction Company, L.P.	 	$	0.00	 	 	$	0.00	 	 	$	35,305.84	 	 	$	238,993.36	 
	Great American Insurance	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	203,646.75	 
	Monteleone & McCrory, LLP	 	$	19,373.70	 	 	$	0.00	 	 	$	0.00	 	 	$	76,004.04	 
	Motorola Solutions, Inc.	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	47,851.50	 
	Pacific Council	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	31,979.76	 
	Pillsbury Winthrop Shaw	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	1,648,331.04	 
	 	 	$	19,373.70	 	 	$	-	 	 	$	35,305.84	 	 	$	2,736,044.70	 




 






     


     


    

 



 


SCHEDULE X


 


CLOSING DATE DISCOUNTED/FREE
PARKING


 


	Loan Year	 	Year 3	 	 	Year 3	 	 	Year 3	 	 	Year 3	 	 	Year 3	 	 	Year 3	 
	Month	 	November	 	 	December	 	 	January	 	 	February	 	 	March	 	 	April	 
	Month Ending	 	Nov-22	 	 	Dec-22	 	 	Jan-23	 	 	Feb-23	 	 	Mar-23	 	 	Apr-23	 
	GSA - US SECRET SERVICE	 	 	51,093	 	 	 	52,626	 	 	 	52,626	 	 	 	52,626	 	 	 	52,626	 	 	 	52,626	 
	JACKSON LEWIS	 	 	17,668	 	 	 	18,238	 	 	 	18,238	 	 	 	18,238	 	 	 	18,238	 	 	 	18,238	 
	PILLSBURY	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 
	US SECRET SERVICE	 	 	10,333	 	 	 	10,643	 	 	 	10,643	 	 	 	10,643	 	 	 	10,643	 	 	 	10,643	 
	TARGET	 	 	9,683	 	 	 	9,974	 	 	 	9,974	 	 	 	9,974	 	 	 	9,974	 	 	 	9,974	 
	WORLDWIDE FACILITIES	 	 	5,773	 	 	 	6,156	 	 	 	6,156	 	 	 	6,156	 	 	 	6,156	 	 	 	6,156	 
	NORDSTROM RACK	 	 	3,719	 	 	 	3,830	 	 	 	3,830	 	 	 	3,830	 	 	 	3,830	 	 	 	3,830	 
	CALIFORNIA FAIR ASSOC	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 
	BOIES SCHILLER FLEXNER LLP	 	 	3,263	 	 	 	3,361	 	 	 	3,361	 	 	 	3,361	 	 	 	3,361	 	 	 	3,361	 
	ARNIE MORTON'S	 	 	1,277	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	CLUNE	 	 	1,277	 	 	 	1,316	 	 	 	1,316	 	 	 	1,316	 	 	 	1,316	 	 	 	-	 
	STARBUCKS	 	 	872	 	 	 	898	 	 	 	898	 	 	 	898	 	 	 	898	 	 	 	898	 
	TWIST AND GRILL	 	 	494	 	 	 	509	 	 	 	509	 	 	 	509	 	 	 	509	 	 	 	509	 
	MONTELEONE	 	 	216	 	 	 	231	 	 	 	231	 	 	 	231	 	 	 	231	 	 	 	231	 
	INDUS BY SAFFRON	 	 	330	 	 	 	340	 	 	 	340	 	 	 	-	 	 	 	-	 	 	 	-	 
	ZARA	 	 	330	 	 	 	340	 	 	 	340	 	 	 	340	 	 	 	340	 	 	 	340	 
	FIVE GUYS	 	 	165	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 
	OCHO MEXICAN GRILL	 	 	165	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 
	SPRINKLES	 	 	165	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	-	 
	AMERICAN ARBITRATION	 	 	52	 	 	 	53	 	 	 	53	 	 	 	53	 	 	 	53	 	 	 	53	 
	Total	 	$	125,388	 	 	$	127,538	 	 	$	127,538	 	 	$	127,198	 	 	$	127,198	 	 	$	125,713	 



 






     


     


    

 


	Loan Year	 	Year 3	 	 	Year 3	 	 	Year 3	 	 	Year 3	 	 	Year 3	 	 	Year 3	 
	Month	 	May	 	 	June	 	 	July	 	 	August	 	 	September	 	 	October	 
	Month Ending	 	May-23	 	 	Jun-23	 	 	Jul-23	 	 	Aug-23	 	 	Sep-23	 	 	Oct-23	 
	GSA - US SECRET SERVICE	 	 	52,626	 	 	 	52,626	 	 	 	52,626	 	 	 	52,626	 	 	 	52,626	 	 	 	52,626	 
	JACKSON LEWIS	 	 	18,238	 	 	 	18,238	 	 	 	18,238	 	 	 	18,238	 	 	 	18,238	 	 	 	-	 
	PILLSBURY	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 
	US SECRET SERVICE	 	 	10,643	 	 	 	10,643	 	 	 	10,643	 	 	 	10,643	 	 	 	10,643	 	 	 	10,643	 
	TARGET	 	 	9,974	 	 	 	9,974	 	 	 	9,974	 	 	 	9,974	 	 	 	9,974	 	 	 	9,974	 
	WORLDWIDE FACILITIES	 	 	6,156	 	 	 	6,156	 	 	 	6,156	 	 	 	6,156	 	 	 	6,156	 	 	 	6,156	 
	NORDSTROM RACK	 	 	3,830	 	 	 	3,830	 	 	 	3,830	 	 	 	3,830	 	 	 	3,830	 	 	 	3,830	 
	CALIFORNIA FAIR ASSOC	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 
	BOIES SCHILLER FLEXNER LLP	 	 	3,361	 	 	 	3,361	 	 	 	3,361	 	 	 	3,361	 	 	 	3,361	 	 	 	-	 
	ARNIE MORTON'S	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	CLUNE	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	STARBUCKS	 	 	898	 	 	 	898	 	 	 	898	 	 	 	898	 	 	 	898	 	 	 	898	 
	TWIST AND GRILL	 	 	509	 	 	 	509	 	 	 	509	 	 	 	509	 	 	 	-	 	 	 	-	 
	MONTELEONE	 	 	231	 	 	 	231	 	 	 	231	 	 	 	231	 	 	 	231	 	 	 	231	 
	INDUS BY SAFFRON	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	ZARA	 	 	340	 	 	 	340	 	 	 	340	 	 	 	340	 	 	 	340	 	 	 	340	 
	FIVE GUYS	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 
	OCHO MEXICAN GRILL	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 
	SPRINKLES	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	AMERICAN ARBITRATION	 	 	53	 	 	 	53	 	 	 	53	 	 	 	53	 	 	 	53	 	 	 	53	 
	Total	 	$	125,713	 	 	$	125,713	 	 	$	125,713	 	 	$	125,713	 	 	$	125,204	 	 	$	103,605	 



 






     


     


    

 
	Loan Year	 	Year 4	 	 	Year 4	 	 	Year 4	 	 	Year 4	 	 	Year 4	 	 	Year 4	 
	Month	 	November	 	 	December	 	 	January	 	 	February	 	 	March	 	 	April	 
	Month Ending	 	Nov-23	 	 	Dec-23	 	 	Jan-24	 	 	Feb-24	 	 	Mar-24	 	 	Apr-24	 
	GSA - US SECRET SERVICE	 	 	52,626	 	 	 	54,205	 	 	 	54,205	 	 	 	54,205	 	 	 	54,205	 	 	 	54,205	 
	JACKSON LEWIS	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	PILLSBURY	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 
	US SECRET SERVICE	 	 	10,643	 	 	 	10,962	 	 	 	10,962	 	 	 	10,962	 	 	 	10,962	 	 	 	10,962	 
	TARGET	 	 	9,974	 	 	 	10,273	 	 	 	10,273	 	 	 	10,273	 	 	 	10,273	 	 	 	10,273	 
	WORLDWIDE FACILITIES	 	 	6,156	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	NORDSTROM RACK	 	 	3,830	 	 	 	3,945	 	 	 	3,945	 	 	 	3,945	 	 	 	3,945	 	 	 	3,945	 
	CALIFORNIA FAIR ASSOC	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 
	BOIES SCHILLER FLEXNER LLP	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	ARNIE MORTON'S	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	CLUNE	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	STARBUCKS	 	 	898	 	 	 	925	 	 	 	925	 	 	 	925	 	 	 	925	 	 	 	925	 
	TWIST AND GRILL	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	MONTELEONE	 	 	231	 	 	 	247	 	 	 	247	 	 	 	247	 	 	 	247	 	 	 	247	 
	INDUS BY SAFFRON	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	ZARA	 	 	340	 	 	 	350	 	 	 	350	 	 	 	350	 	 	 	350	 	 	 	350	 
	FIVE GUYS	 	 	170	 	 	 	175	 	 	 	175	 	 	 	175	 	 	 	175	 	 	 	175	 
	OCHO MEXICAN GRILL	 	 	170	 	 	 	175	 	 	 	175	 	 	 	175	 	 	 	175	 	 	 	175	 
	SPRINKLES	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	AMERICAN ARBITRATION	 	 	53	 	 	 	55	 	 	 	55	 	 	 	55	 	 	 	55	 	 	 	55	 
	Total	 	$	103,605	 	 	$	99,825	 	 	$	99,825	 	 	$	99,825	 	 	$	99,825	 	 	$	99,825	 



 






     


     


    

 



	Loan Year	 	Year 4	 	 	Year 4	 	 	Year 4	 	 	Year 4	 	 	Year 4	 	 	Year 4	 
	Month	 	May	 	 	June	 	 	July	 	 	August	 	 	September	 	 	October	 
	Month Ending	 	May-24	 	 	Jun-24	 	 	Jul-24	 	 	Aug-24	 	 	Sep-24	 	 	Oct-24	 
	GSA - US SECRET SERVICE	 	 	54,205	 	 	 	54,205	 	 	 	54,205	 	 	 	54,205	 	 	 	54,205	 	 	 	54,205	 
	JACKSON LEWIS	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	PILLSBURY	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 
	US SECRET SERVICE	 	 	10,962	 	 	 	10,962	 	 	 	10,962	 	 	 	10,962	 	 	 	10,962	 	 	 	10,962	 
	TARGET	 	 	10,273	 	 	 	10,273	 	 	 	10,273	 	 	 	10,273	 	 	 	10,273	 	 	 	10,273	 
	WORLDWIDE FACILITIES	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	NORDSTROM RACK	 	 	3,945	 	 	 	3,945	 	 	 	3,945	 	 	 	3,945	 	 	 	3,945	 	 	 	3,945	 
	CALIFORNIA FAIR ASSOC	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 
	BOIES SCHILLER FLEXNER LLP	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	ARNIE MORTON'S	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	CLUNE	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	STARBUCKS	 	 	925	 	 	 	925	 	 	 	925	 	 	 	925	 	 	 	925	 	 	 	925	 
	TWIST AND GRILL	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	MONTELEONE	 	 	247	 	 	 	247	 	 	 	247	 	 	 	247	 	 	 	247	 	 	 	247	 
	INDUS BY SAFFRON	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	ZARA	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	FIVE GUYS	 	 	175	 	 	 	175	 	 	 	175	 	 	 	175	 	 	 	175	 	 	 	175	 
	OCHO MEXICAN GRILL	 	 	175	 	 	 	175	 	 	 	175	 	 	 	175	 	 	 	175	 	 	 	175	 
	SPRINKLES	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	AMERICAN ARBITRATION	 	 	55	 	 	 	55	 	 	 	55	 	 	 	55	 	 	 	55	 	 	 	55	 
	Total	 	$	99,475	 	 	$	99,475	 	 	$	99,475	 	 	$	99,475	 	 	$	99,475	 	 	$	99,475	 



 






     


     


    

 
	Loan Year	 	Year 5	 	 	Year 5	 	 	Year 5	 	 	Year 5	 	 	Year 5	 	 	Year 5	 
	Month	 	November	 	 	December	 	 	January	 	 	February	 	 	March	 	 	April	 
	Month Ending	 	Nov-24	 	 	Dec-24	 	 	Jan-25	 	 	Feb-25	 	 	Mar-25	 	 	Apr-25	 
	GSA - US SECRET SERVICE	 	 	54,205	 	 	 	55,831	 	 	 	55,831	 	 	 	55,831	 	 	 	55,831	 	 	 	55,831	 
	JACKSON LEWIS	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	PILLSBURY	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 
	US SECRET SERVICE	 	 	10,962	 	 	 	11,291	 	 	 	11,291	 	 	 	11,291	 	 	 	11,291	 	 	 	11,291	 
	TARGET	 	 	10,273	 	 	 	10,581	 	 	 	10,581	 	 	 	10,581	 	 	 	10,581	 	 	 	10,581	 
	WORLDWIDE FACILITIES	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	NORDSTROM RACK	 	 	3,945	 	 	 	4,064	 	 	 	4,064	 	 	 	4,064	 	 	 	4,064	 	 	 	4,064	 
	CALIFORNIA FAIR ASSOC	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 
	BOIES SCHILLER FLEXNER LLP	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	ARNIE MORTON'S	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	CLUNE	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	STARBUCKS	 	 	925	 	 	 	953	 	 	 	953	 	 	 	953	 	 	 	953	 	 	 	953	 
	TWIST AND GRILL	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	MONTELEONE	 	 	247	 	 	 	264	 	 	 	264	 	 	 	264	 	 	 	264	 	 	 	264	 
	INDUS BY SAFFRON	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	ZARA	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	FIVE GUYS	 	 	175	 	 	 	180	 	 	 	180	 	 	 	180	 	 	 	180	 	 	 	180	 
	OCHO MEXICAN GRILL	 	 	175	 	 	 	180	 	 	 	180	 	 	 	180	 	 	 	180	 	 	 	180	 
	SPRINKLES	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	AMERICAN ARBITRATION	 	 	55	 	 	 	56	 	 	 	56	 	 	 	56	 	 	 	56	 	 	 	56	 
	Total	 	$	99,475	 	 	$	101,913	 	 	$	101,913	 	 	$	101,913	 	 	$	101,913	 	 	$	101,913	 




 






     


     


    

 


	Loan Year	 	Year 5	 	 	Year 5	 	 	Year 5	 	 	Year 5	 	 	Year 5	 	 	Year 5	 
	Month	 	May	 	 	June	 	 	July	 	 	August	 	 	September	 	 	October	 
	Month Ending	 	May-25	 	 	Jun-25	 	 	Jul-25	 	 	Aug-25	 	 	Sep-25	 	 	Oct-25	 
	GSA - US SECRET SERVICE	 	 	55,831	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	JACKSON LEWIS	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	PILLSBURY	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 	 	 	15,180	 
	US SECRET SERVICE	 	 	11,291	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	TARGET	 	 	10,581	 	 	 	10,581	 	 	 	10,581	 	 	 	10,581	 	 	 	10,581	 	 	 	10,581	 
	WORLDWIDE FACILITIES	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	NORDSTROM RACK	 	 	4,064	 	 	 	4,064	 	 	 	4,064	 	 	 	4,064	 	 	 	4,064	 	 	 	4,064	 
	CALIFORNIA FAIR ASSOC	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 	 	 	3,333	 
	BOIES SCHILLER FLEXNER LLP	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	ARNIE MORTON'S	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	CLUNE	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	STARBUCKS	 	 	953	 	 	 	953	 	 	 	953	 	 	 	953	 	 	 	953	 	 	 	953	 
	TWIST AND GRILL	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	MONTELEONE	 	 	264	 	 	 	264	 	 	 	264	 	 	 	264	 	 	 	264	 	 	 	264	 
	INDUS BY SAFFRON	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	ZARA	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	FIVE GUYS	 	 	180	 	 	 	180	 	 	 	180	 	 	 	180	 	 	 	180	 	 	 	180	 
	OCHO MEXICAN GRILL	 	 	180	 	 	 	180	 	 	 	180	 	 	 	180	 	 	 	180	 	 	 	180	 
	SPRINKLES	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	AMERICAN ARBITRATION	 	 	56	 	 	 	56	 	 	 	56	 	 	 	56	 	 	 	56	 	 	 	56	 
	Total	 	$	101,913	 	 	$	34,791	 	 	$	34,791	 	 	$	34,791	 	 	$	34,791	 	 	$	34,791	 





 






     


     


    




 



 


SCHEDULE XI


 


CLOSING DATE APPROVED
LEASING COSTS


 


1. Tenant Improvements


 


	Tenant	 	Amount	 
	Pillsbury	 	$	7,776,349	 
	California Fair Plan	 	$	2,791,311	 
	Clune Construction	 	$	1,975,246	 
	American Arbitration Association	 	$	585,700	 
	Total Outstanding TI	 	$	13,128,606	 






 






     


     


    

 


SCHEDULE XII


 


[RESERVED]


 









     


     


    

 





SCHEDULE XIII


 


PREVIOUSLY-OWNED
PROPERTY


 


THE LAND REFERRED TO HEREIN
BELOW IS SITUATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND 1S DESCRIBED AS FOLLOWS:


 


PARCEL 1:


 


LOT 3 OF TRACT NO. 71804,
IN THE CITY OF LOS ANGELES, AS PER MAP RECORDED IN BOOK 1379 PAGES 42 TO 48 INCLUSIVE OF MAPS THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY.


 


EXCEPT FROM SAID LAND ALL
MINERALS, GAS, OIL, PETROLEUM, NAPTHA AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER THAT PORTION OF SAID LAND, INCLUDED WITHIN
THAT PORTION OF THE JACKINS TRACT IN BOOK 2 PAGE 71 OF MAPS. DESCRIBED AS FOLLOWS:


 


LOT 16 AND THE EASTERLY
10 FEET OF LOT 17 TOGETHER WITH THAT PORTION OF SAID LAND WHICH WOULD PASS BY OPERATIONS OF LAW WITH THE CONVEYANCE OF SAID LOT
16 AND THE EASTERLY 10 FEET OF LOT 17 TOGETHER WITH ALL NECESSARY AND CONVENIENT RIGHTS TO EXPLORE FOR, DEVELOP, PRODUCE, EXTRACT
AND TAKE THE SAME INCLUDING THE EXCLUSIVE RIGHT TO DIRECTIONALLY DRILL INTO AND THROUGH SAID LAND FROM OTHER LANDS AND INTO THE
SUBSURFACE OR OTHER LANDS, SUBJECT TO THE EXPRESS LIMITATIONS THAT ANY AND ALL OPERATIONS FOR THE EXPLORATION, DEVELOPMENT, PRODUCTION,
EXTRACTION AND TAKING OF ANY OF SAID SUBSTANCES SHALL BE CARRIED ON AT LEVELS BELOW THE DEPTH OF 500 FEET FROM THE SURFACE OF THE
ABOVE DESCRIBED PROPERTY BY MEANS OF MINES, WELLS, DERRICKS, AND/OR OTHER EQUIPMENT FROM THE SURFACE LOCATIONS ON ADJOINING OR
NEIGHBORING LAND LYING OUTSIDE OF THE ABOVE DESCRIBED PROPERTY AND SUBJECT FURTHER TO THE EXPRESS LIMITATIONS THAT THE FOREGOING
RESERVATIONS SHALL IN NO WAY BE INTERPRETED TO INCLUDE ANY RIGHTS OF ENTRY IN AND UPON THE SURFACE OF THE ABOVE DESCRIBED STRIP
OF LAND, AS RESERVED BY MARY E. MC KENNEY, A MARRIED WOMAN ALSO KNOWN AS MARY ELIZABETH MC KENNEY, IN DEED RECORDED SEPTEMBER 24.
1968 AS INSTRUMENT NO. 560,


 


EXCEPT FROM SAID LOT, ALL
OIL, GAS, AND MINERAL SUBSTANCES, TOGETHER WITH THE RIGHT TO EXPLORE FOR AND EXTRACT SUCH SUBSTANCES, PROVIDED THAT THE SURFACE
OPENING OF ANY WELL, HOLE, SHAFT OR OTHER MEANS OF EXPLORING FOR, REACHING OR EXTRACTING SUCH SUBSTANCES SHALL NOT BE LOCATED WITHIN
THE CENTRAL BUSINESS DISTRICT REDEVELOPMENT PROJECT AREA AS RECORDED IN BOOK M5077 PAGE 558 OF LOS ANGELES COUNTY RECORDS, STATE
OF CALIFORNIA, AND SHALL NOT PENETRATE ANY PART OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED
IN DEED RECORDED JUNE 7. 1982 AS INSTRUMENT NO. 82-576233.


 


PARCEL 1A:


 


AN UNDIVIDED 14.75 PERCENT
INTEREST IN AND TO LOT 4 OF AMENDED TRACT 32622, IN THE CITY OF LOS ANGELES, AS PER MAP RECORDED IN BOOK 1098 PAGE 83 TO 86 INCLUIVE
OF MAPS THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.


 


EXCEPT FROM SAID LOT 4,
ALL OIL, GAS, AND MINERAL SUBSTANCES, TOGETHER WITH THE RIGHT TO EXPLORE FOR AND EXTRACT SUCH SUBSTANCES, PROVIDED THAT THE SURFACE
OPENING OF ANY WELL, HOLE, SHAFTS OR OTHER MEANS OF EXPLORING FOR., REACHING OR EXTRACTING SUCH SUBSTANCES SHALL NOT BE LOCATED
WITHIN THE CENTRAL BUSINESS DISTRICT REDEVELOPMENT PROJECT AREA AS RECORDED IN BOOK M5077 PAGE 558 OF OFFICIAL RECORDS COUNTY RECORDER,
STATE OF CALIFORNIA, AND SHALL NOT PENETRATE ANY PART OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED IN DEED RECORDED JUNE 7, 1982 AS INSTRUMENT NO. 82¬576233.


  



     


     


    




 


PARCEL
2:


 


EASEMENTS
FOR PARKING, INGRESS AND EGRESS FOR PEDESTRIANS AND AUTOMOBILES, UTILITIES, SUPPORT, CONSTRUCTION, LOADING DOCKS AND OTHER
MATTERS UPON THE TERMS AND CONDITIONS CONTAINED IN AND AS PROVIDED IN THAT CERTAIN AMENDED AND RESTATED OWNERS' OPERATING AND
RECIPROCAL EASEMENT AGREEMENT BY AND AMONG SEVENTH STREET PLAZA ASSOCIATES, THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
LOS ANGELES, CALIFORNIA, AND PPLA PLAZA LIMITED PARTNERSHIP, DATED JUNE 20, 1986 AND RECORDED JUNE 04. 1987 AS INSTRUMENT NO.
87-885291, OFFICIAL RECORDS, SAID AGREEMENT BEING AMENDED BY AMENDMENT NO. 1 TO AMENDED AND RESTATED OWNERS' OPERATING AND RECIPROCAL
EASEMENT AGREEMENT, DATED DECEMBER 5, 1990, BY AND BETWEEN PPLA PLAZA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP AND
SOUTH FIGUEROA PLAZA ASSOCIATES, A CALIFORNIA GENERAL PARTNERSHIP, SUCCESSOR IN INTEREST TO SEVENTH STREET PLAZA ASSOCIATES, A
CALIFORNIA GENERAL PARTNERSHIP, FORMERLY KNOWN AS OXFORD-PRUDENTIAL JOINT VENTURE, RECORDED DECEMBER 21,1990 AS INSTRUMENT NO.
90-2108281, AND RE-RECORDED APRIL 30, 1991 AS INSTRUMENT NO. 91-619078, BOTH OF OFFICIAL RECORDS, AND BY AMENDMENT NO. 2 TO AMENDED
AND RESTATED OWNERS' OPERATING AND RECIPROCAL EASEMENT AGREEMENT, DATED JANUARY 1, 1993, BY AND AMONG PPLA PLAZA LIMITED PARTNERSHIP,
A CALIFORNIA LIMITED PARTNERSHIP, SOUTH FIGUEROA PLAZA ASSOCIATES, A CALIFORNIA GENERAL PARTNERSHIP, SUCCESSOR IN INTEREST TO
SEVENTH STREET PLAZA ASSOCIATES, A CALIFORNIA GENERAL PARTNERSHIP, FORMERLY KNOWN AS OXFORD-PRUDENTIAL JOINT VENTURE, AND THE
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES, CALIFORNIA, RECORDED JANUARY 30, 1995 AS INSTRUMENT NO. 95-150496.
OFFICIAL RECORDS.



 


EASEMENT
RIGHTS REFERRED TO IN THAT CERTAIN DECLARATION OF ESTABLISHMENT OF WATER SUPPLY EASEMENTS, DATED DECEMBER 18, 2012 AND RECORDED
JANUARY 8, 2013, AS INSTRUMENT NO. 20130030675, OF OFFICIAL RECORDS.





 






     


     


    

 


SCHEDULE XIV


 


[RESERVED]





 






     


     


    

 


EXHIBIT A


 


FORM OF TENANT NOTICE
LETTER


 


 


			  ,20[     
                                         ]



 


[TENANT]


 


Re:
[Describe Lease] (the “Lease”)


 


To Whom it May Concern:


 


A new
cash management system has been adopted in connection with our loan from Morgan Stanley Bank, N.A. and Wells Fargo Bank, National
Association and their respective successors and/or assigns (“Lender”). Consequently, from and after the date
of this letter, all payments due under the Lease should be delivered as follows:


 


		 	(a)	If by check, money order, or its equivalent, please mail such items to:
	 	 	 	 	 
	 	 	 	 	[INSERT RESTRICTED ACCT. INFO]
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	   Attention:	 
	 	 	 	   Facsimile No.:	 
	 	 	 	 	 
	 	 	(b)	If by wire transfer to:
	 	 	 	 	 
	 	[INSERT RESTRICTED ACCT. INFO]
	 	 
	 	 	 	   Payee: 	 
	 	 	 	   ABA Routing #: 	 
	 	 	 	   For Account: 	 
	 	 	 	   Account #: 	 
	 	 	 	   Bank Contact:  	 



 


For so long as the loan from
Lender remains outstanding, this payment direction may not be rescinded or altered, except by a written direction signed by Lender
or its agent.


 






     


     


    

 





We appreciate your cooperation.


 


	 	Very truly yours,
	 	 	 
	 	 	 
	 	[                       ]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     


     


    

 


EXHIBIT B


 


FORM OF SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT


 


 


FORM OF SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT 


 


 






 


SUBORDINATION, NON-DISTURBANCE, ATTORNMENT AGREEMENT


 





 



 


MORGAN STANLEY BANK, N.A.
and


 


WELLS FARGO BANK, NATIONAL
ASSOCIATION


 


(Lender)


 


 - and -




  


 






 





(Tenant)


 


 - and -




 


EYP
REALTY, LLC


 


(Landlord)


 


	 	Dated:	                 ,  20     
	 	Location:	725 South Figueroa Street
	 	 	Los Angeles, California
90017
	 	County:	Los Angeles
	 	 	 
	 	PREPARED BY AND UPON 

    RECORDATION RETURN TO:
	 	 	 
	 	Dechert LLP	 
	 	Cira Centre 	 
	 	2929 Arch Street
	 	Philadelphia, Pennsylvania 19104
	 	Attention: David W. Forti, Esq.



 






     


     


    

 





SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT


 


THISSUBORDINATION,NON-DISTURBANCEANDATTORNMENT
AGREEMENT (the “Agreement”) is made as of                       ,
20__ by and among MORGAN STANLEY BANK, N.A., a national banking association, having an address at 1585 Broadway, New
York, NY 10036 and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, having an address at 401 S.
Tryon Street, 8th Floor, Charlotte, North Carolina 29202 (collectively, together with
their respective successors and assigns,
 “Lender”),                 ,
a        , having an address at
                (“Tenant”),
and EYP REALTY, LLC, a Delaware limited liability company, having an address at c/o Brookfield Properties, 250 Vesey
Street, 15th Floor, New York, New York 10281 (“Landlord”).


 


RECITALS:


 


A.                
Lender is the present owner and holder of a certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Fixture Filing (the “Security Instrument”) dated as of September [___], 2020, given by Landlord to           ,
as trustee, for the benefit of Lender, which encumbers the fee simple absolute estate of Landlord in certain premises described
in Exhibit A attached hereto (the “Property”) and which, among other security instruments, secures the
payment of certain indebtedness owed by Landlord to Lender evidenced by certain promissory notes given by Landlord to Lender (collectively,
the “Note”; the Security Instrument, the Note and each of the other documents executed and/or delivered by
Landlord to Lender in connection with the loan, the “Loan Documents”);


 


B.                
Tenant is the holder of a leasehold estate in a portion of the Property under and pursuant to the provisions of a certain
lease dated  ________ ___ , ___ between Landlord, as landlord and Tenant, as tenant (as may have been amended the “Lease”)
[If the Borrower is not listed as Landlord, please list the description in this recital as well as any amendments to the Lease];
and


 


C.                
Tenant has agreed to subordinate the Lease to the Security Instrument and to the lien thereof and Lender has agreed to grant
non-disturbance to Tenant under the Lease on the terms and conditions hereinafter set forth.


 


AGREEMENT:


 


For good and valuable consideration,
Tenant, Lender and Landlord agree as follows:


 


1.                  
Subordination. The Lease and all of the terms, covenants and provisions thereof and all rights, remedies and options
of Tenant thereunder are and shall at all times continue to be subject and subordinate in all respects to the terms, covenants
and provisions of the Security Instrument, as of the date hereof, and to the lien thereof, including without limitation, all renewals,
increases, modifications, spreaders, consolidations, replacements and extensions thereof and to all sums secured thereby and advances
made thereunder with the same force and effect as if the Security Instrument had been executed, delivered and recorded prior to
the execution and delivery of the Lease.


 






     


     


    

 





2.                  
 Non-Disturbance. If any action or proceeding is commenced by Lender for the foreclosure of the Security Instrument
or the sale of the Property, Tenant shall not be named as a party therein unless such joinder shall be required by law, provided,
however, such joinder shall not result in the termination of the Lease or disturb the Tenant’s possession or use of the premises
demised thereunder, and the sale of the Property in any such action or proceeding and the exercise by Lender of any of its other
rights under the Note, the Security Instrument or the other Loan Documents shall be made subject to all rights of Tenant under
the Lease, provided that at the time of the commencement of any such action or proceeding or at the time of any such sale or exercise
of any such other remedy by Lender (a) the term of the Lease shall have commenced pursuant to the provisions thereof, (b) Tenant
shall be in possession of the premises demised under the Lease, (c) the Lease shall be in full force and effect and (d) Tenant
shall not be in default under any terms, covenants or conditions of the Lease or of this Agreement on Tenant’s part to be
observed or performed.


 


3.                  
Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by
reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason
of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”),
and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall
not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant
upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser
and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided,
however, that Purchaser shall not be:


 


(a)   
liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being
hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have
accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit
Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) exists as of the date Purchaser
shall become the owner of the Property, (ii) is curable by Purchaser and (iii) violates Purchaser’s obligations as Landlord
under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or
violations and has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease;


 


(b)   
subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior
Landlord prior to the date upon which Purchaser shall become the owner of the Property;


 


(c)   
obligated to perform any of the obligations of Landlord under the Lease with respect to the construction of, or payment
for (including, without limitation, any work allowance), leasehold improvements, tenant work letters and/or similar items, provided
that the foregoing shall not (i) limit any express remedies of Tenant set forth in the Lease with respect to Prior Landlord’s
failure to perform such construction, except that in no event shall Tenant have any direct recourse against Purchaser, or (ii)
relieve Purchaser’s obligation to repair and maintain the Premises in accordance with the terms of the Lease, [or (iii)
limit any right expressly set forth in the Lease to an offset against rent for the full amount of any payment required to be made
by Prior Landlord to Tenant with respect to any tenant improvement or work allowance] 1;


 






    - 2 - 


     


    







 


(d)   
subject to any offsets, defenses or counterclaims which Tenant may be entitled to assert against Prior Landlord, except
(i) for any defenses which Tenant might have to claims that accrued and that relate to a period prior to the date on which Purchaser
succeeded to the interest of Landlord under the Lease, but only to the extent the related prior claim against Tenant is pursued
by Purchaser, or [(ii) as expressly provided in clause (iii) of subsection (c) of this Section 3] 2;




 


(e)   
bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance
to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly
approved of by Purchaser;


 


(f)   
bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of
the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s prior written consent
(to the extent Lender has the right to consent to the same pursuant to the Loan Documents);


 


(g)   
other than assignments permitted pursuant to the provisions of the Lease, bound by any assignment of Tenant’s interest
in the Lease or any sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s
interest; or


 


(h)   
liable or responsible for, or with respect to, the retention, application and/or return to Tenant of any security deposit
paid to a Prior Landlord, whether or not still held by Prior Landlord, unless and until Purchaser has actually received such
security deposit for its own account as the landlord under the Lease as security for the performance of Tenant’s
obligation under the Lease (which security deposit shall, nonetheless, be held subject to the provisions of the Lease).


 


Alternatively, upon the
written request of Purchaser, Tenant shall enter into a new lease of the Premises with Purchaser or its nominee or designee for
the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease, except as otherwise specifically
provided in this Agreement.


 





 



 1 If the Lease has outstanding obligations
of landlord to pay a tenant improvement allowance to tenant or otherwise contribute to the costs of tenant improvements, then
Lender will have no obligation to recognize a Tenant offset right with respect to any such improvement allowance or contribution
(and the bracketed clause will be deleted), unless and until Borrower has escrowed the amount of such tenant improvement allowance
or contribution with Lender.


2 If the Lease has outstanding obligations
of landlord to pay a tenant improvement allowance to tenant or otherwise contribute to the costs of tenant improvements, then
Lender will have no obligation to recognize a Tenant offset right with respect to any such improvement allowance or contribution
(and the bracketed clause will be deleted), unless and until Borrower has escrowed the amount of such tenant improvement allowance
or contribution with Lender.


 






    - 3 - 


     


    

 





4.                  
Notice to Tenant. After notice is given to Tenant by Lender that the Landlord is in default under the Note, the
Security Instrument and the other Loan Documents and that the rentals under the Lease should be paid to Lender pursuant to the
terms of the assignment of leases and rents executed and delivered by Landlord to Lender in connection therewith, Tenant shall
(but subject at all times to compliance with applicable law) thereafter pay to Lender or as directed by the Lender, all rentals
and all other monies due or to become due to Landlord under the Lease and Landlord hereby expressly authorizes Tenant to make
such payments to Lender and hereby releases and discharges Tenant from any liability to Landlord on account of any such payments.


 


5.                 
Lender’s Consent. Tenant shall not, without obtaining the prior written consent of Lender, (a) prepay any of
the rents, additional rents or other sums due under the Lease for more than one (1) month in advance of the due dates thereof,
(b) voluntarily surrender the premises demised under the Lease or terminate the Lease without cause or shorten the term thereof
other than pursuant to the provisions of the Lease, or (c) assign the Lease or sublet the premises demised under the Lease or any
part thereof other than pursuant to the provisions of the Lease.


 


6.                  
Notice to Lender and Right to Cure. Tenant shall notify Lender of any default by Landlord under the Lease and agrees
that, notwithstanding any provisions of the Lease to the contrary, no notice of cancellation thereof or of an abatement shall be
effective unless Lender shall have received notice of default giving rise to such cancellation or abatement and (i) in the case
of any such default that can be cured by the payment of money, until forty-five (45) days shall have elapsed following the giving
of such notice or (ii) in the case of any other such default, until a reasonable period for remedying such default shall have elapsed
following the giving of such notice and following the time when Lender shall have become entitled under the Security Instrument
to remedy the same, including such time as may be necessary to acquire possession of the Property if possession is necessary to
effect such cure, provided Lender, with reasonable diligence, shall (a) pursue such remedies as are available to it under the Security
Instrument so as to be able to remedy the default, and (b) thereafter shall have commenced and continued to remedy such default
or cause the same to be remedied. Notwithstanding the foregoing, Lender shall have no obligation to cure any such default. Tenant
agrees to accept performance by Lender of any terms of the Lease required to be performed by Landlord with the same force and effect
as though performed by Landlord. If the Lease is terminated for any reason other than a termination which is effected unilaterally
by Tenant in accordance with the express terms of the Lease, then upon Lender’s written request, Tenant shall, within fifteen
(15) days after such request, execute and deliver to Lender or its nominee or designee a new lease of the applicable portion of
the Property for the remainder of the term of the Lease and such new lease to be upon all of the same terms, covenants and conditions
of the Lease applicable to the remainder of the term of the Lease.


 






    - 4 - 


     


    

 


7.                  
Notices. All notices or other written communications hereunder shall be deemed to have been properly given (i) upon
delivery, if delivered in person, (ii) one (1) Business Day (hereinafter defined) after having been deposited for overnight delivery
with any reputable overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or
mail depository regularly maintained by the U.S. Postal Service and sent registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:


 





	 	If to Tenant:	[TENANT]
	 	 	[ADDRESS]
	 	 	Attention:                   
	 	 	 
	 	If to Landlord:	c/o Brookfield Properties, Inc.
	 	 	Brookfield Place
	 	 	250 Vesey Street, 15th Floor
	 	 	New York, New York 10281
	 		Attention:  Executive Vice President – Director of Leasing
	 	 	 
	 	 	c/o Brookfield Properties, Inc.
	 	 	Brookfield Place
	 	 	250 Vesey Street, 15th Floor
	 	 	New York, New York 10281
	 	 	Attention: General Counsel
	 	 	 
	 	If to Lender:	MORGAN STANLEY BANK, N.A.
	 	 	1585 Broadway
	 	 	New York, NY 10036
	 	 	Attention: Cynthia Eckes
	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	401 S. Tryon Street, 8th Floor 
	 	 	Charlotte, North Carolina 28202
	 	 	Attention: Wells Fargo Commercial Mortgage Servicing
	 	 	 
	 	With a copy to:	Dechert LLP
	 	 	Cira Centre
	 	 	2929 Arch Street
	 	 	Philadelphia, Pennsylvania 19104
	 	 	Attention: David W. Forti, Esq.






 





or addressed as such party
may from time to time designate by written notice to the other parties. For purposes of this Section 7, the term “Business
Day” shall mean a day on which commercial banks are not authorized or required by law to close in the state or commonwealth
where the Property is located. Either party by notice to the other may designate additional or different addresses for subsequent
notices or communications.


 


8.                  
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Lender, Tenant and Landlord
and their respective successors and assigns. If this Agreement conflicts with the Lease, then this Agreement shall govern as between
the parties and any Lender or Purchaser, including upon any attornment pursuant to this Agreement. This Agreement supersedes, and
constitutes full compliance with, any provisions in the Lease that provide for subordination of the Lease to, or for delivery of
non-disturbance agreements by the holder of, the Security Instrument.


 






    - 5 - 


     


    

 








9.                  
Governing Law. This Agreement shall be deemed to be a contract entered into pursuant to the laws of the State or
Commonwealth where the Property is located and shall in all respects be governed, construed, applied and enforced in accordance
with the laws of the State or Commonwealth where the Property is located.


 


10.                
Miscellaneous. This Agreement may not be modified in any manner or terminated except by an instrument in writing
executed by the parties hereto. If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable
in any respect, this Agreement shall be construed without such provision. This Agreement may be executed in any number of duplicate
originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts,
each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement.
The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from
their obligations hereunder. Whenever the context may require, any pronouns used herein shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.


 


11.                
Joint and Several Liability. If Tenant consists of more than one person, the obligations and liabilities of each
such person hereunder shall be joint and several.


 


12.                 Definitions. The term “Lender” as used herein shall include the successors and assigns of Lender and
any person, party or entity which shall become the owner of the Property by reason of a foreclosure of the Security Instrument
or the acceptance of a deed or assignment in lieu of foreclosure or otherwise. The term “Landlord” as used herein shall
mean and include the present landlord under the Lease and such landlord’s predecessors and successors in interest under the
Lease, but shall not mean or include Lender unless and until Lender has succeeded to the interest of Landlord under the Lease.
The term “Property” as used herein shall mean the Property, the improvements now or hereafter located thereon and the
estates therein encumbered by the Security Instrument.


 


13.                
Further Acts. Tenant will, at the cost of Tenant, and without expense to Lender, do, execute, acknowledge and deliver
all and every such further acts and assurances as Lender shall, from time to time, require, for the better assuring and confirming
unto Lender the property and rights hereby intended now or hereafter so to be, or for carrying out the intention or facilitating
the performance of the terms of this Agreement or for filing, registering or recording this Agreement, or for complying with all
applicable laws.


 


14.                 Limitations
on Purchaser’s Liability. In no event shall the Purchaser, nor any heir, legal representative, successor, or
assignee of the Purchaser have any personal liability for the obligations of Landlord under the Lease and should the
Purchaser succeed to the interests of the Landlord under the Lease, Tenant shall look only to the estate and property of any
such Purchaser in the Property for the satisfaction of Tenant’s remedies for the collection of a judgment (or other
judicial process) requiring the payment of money in the event of any default by any Purchaser as landlord under the Lease,
and no other property or assets of any Purchaser shall be subject to levy, execution or other enforcement procedure for the
satisfaction of Tenant’s remedies under or with respect to the Lease; provided, however, that the Tenant may exercise
any other right or remedy provided thereby or by law in the event of any failure by Landlord to perform any such obligation.
Lender shall not, either by virtue of the Security Instrument, this Agreement or any of the other Loan Documents, be or
become a mortgagee in possession or be or become subject to any liability or obligation under the Lease or otherwise until
Lender shall have acquired the Landlord’s interest in the Property, by foreclosure or otherwise, and then such
liability or obligation of Lender under the Lease (as modified by the terms of this Agreement) shall extend only to those
liabilities or obligations accruing subsequent to the date that Lender has acquired Landlord’s interest in the
Property. Notwithstanding anything contained in this Agreement or the Lease to the contrary, upon Lender’s transfer or
assignment of Lender’s interests in the Loan, the Lease (or any new lease executed pursuant to this Agreement), or the
Property, Lender shall be deemed released and relieved of any obligations under this Agreement, the Lease (or any new lease
executed pursuant to this Agreement), and with respect to the Property.


 






    - 6 - 


     


    

 


15.                
Estoppel Certificate. Tenant, shall, from time to time, within fifteen (15) days after request by Lender, execute, acknowledge
and deliver to Lender a statement by Tenant certifying (a) that the Lease is unmodified and in full force and effect (or if there
have been modifications, that the same is in full force and effect as modified and stating the modifications), (b)  
the amounts of fixed rent, additional rent, percentage rent or other sums, if any, which are payable in respect of the
Lease and the commencement date and expiration date of the Lease, (c) 
the dates to which the fixed rent, additional rent, percentage rent if any, and other sums which are payable in respect
to the Lease have been paid, (d) whether or not Tenant is entitled to credits or offsets against such rent, and, if so, the reasons
therefor and the amount thereof, (e) that Tenant is not in default in the performance of any of its obligations under the Lease
and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute such a default, (f)
whether or not, to the best knowledge of the person certifying on behalf of Tenant, Landlord is in default in the performance
of any of its obligations under the Lease, and, if so, specifying the same, (g) whether or not, to the best knowledge of such
person, any event has occurred which with the giving of such notice or passage of time, or both would constitute such a default,
and, if so, specifying each such event, and (h) whether or not, to the best knowledge of such person, Tenant has any claims, defenses
or counterclaims against Landlord under the Lease, and, if so, specifying the same, it being intended that any such statement
delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by Lender and by others with whom Lender
may be dealing, regardless of independent investigation. Tenant also shall include in any such statement such other information
concerning the Lease as Lender may reasonably request.


 





16.                Mezzanine
Lenders. To the extent not in conflict with, and subject and subordinate to, Lender’s rights hereunder, Tenant
hereby agrees that each lender whose loan is secured by a direct or indirect interest in Landlord (each, a
 “Mezzanine Lender”) shall be entitled to the benefits of Sections 3, 5, 6, 7, 14, [and] 15[, 17 and 18] of
this Agreement, as if (i) such Mezzanine Lender were Lender, (ii) the applicable pledge securing such Mezzanine
Lender’s loan to the direct or indirect interest-holder in Landlord were the Security Instrument, (iii) the acquisition
of direct or indirect interests in Landlord were becoming the owner of the Property, and (iv) the remainder of the loan
documents evidencing and/or securing such Mezzanine Lender’s loan to the direct or indirect interest-holder in Landlord
were the Loan Documents; provided that such Mezzanine Lender agrees that it shall be bound by the obligations of Lender under
such sections of this Agreement. Each Mezzanine Lender shall be an intended third-party beneficiary of this Section 16.


 






    - 7 - 


     


    

 





 


[INCLUDE
IF LEASE CONTAINS PURCHASE OPTION]


 


17.                
[Tenant’s Purchase Option. Notwithstanding anything to the contrary in the Lease or this Agreement: (a) Tenant
shall deliver to Lender at least thirty (30) days’ prior written notice of Tenant’s intent to exercise Tenant’s
purchase option under Section [__] of the Lease (“Purchase Option”); (b) if Tenant exercises the Purchase
Option, title to the Property shall not be conveyed to Tenant until such time as all obligations secured by the Security Instrument
have been fully satisfied or, if the Loan Documents so provide, the Loan has been fully defeased; and (c) nothing contained in
this Agreement shall be construed to waive or modify the restrictions on prepayment specified in the Loan Documents and Tenant
acknowledges that Tenant is aware of such restrictions.]


 


[INCLUDE
IF LEASE CONTAINS PREFERENTIAL RIGHT TO PURCHASE]


 


18.
                 [Scope
of Right of Preferential Right to Purchase. Tenant acknowledges and agrees that, notwithstanding anything to the
contrary in the Lease, any of the Loan Documents, or this Agreement, none of the following events (“Remedial
Actions”) shall be deemed to constitute an offer to purchase the Property or any portion thereof for purposes
of Section [ ] of the Lease and Tenant shall have no preferential right to purchase or other rights under Section [ ] of the
Lease as a result of any such events: (a) the judicial or nonjudicial foreclosure of the Security Instrument; (b) the
delivery of a deed in lieu of judicial or nonjudicial foreclosure of the Security Instrument; (c) any offer, notice,
pleading, agreement, transaction or other event or condition of any kind arising out of or relating to any of the events
referred to in foregoing clauses (a) or (b); or (d) the first subsequent transfer following any of the events referred to in
foregoing clause (a) or (b). In addition, Tenant acknowledges and agrees that, notwithstanding anything to the contrary in
the Lease, nothing contained therein shall be deemed to restrict Lender’s pursuit of any of the Remedial Actions.]


 


[NO FURTHER TEXT ON
THIS PAGE]


 






    - 8 - 


     


    

 





IN WITNESS WHEREOF, Lender,
Tenant and Landlord have duly executed this Agreement as of the date first above written.


 


		LENDER:
	 	 	 
	 	MORGAN STANLEY BANK,
               N.A., a national banking
	 	association
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	WELLS FARGO BANK,
               NATIONAL ASSOCIATION, a
	 	national banking
               association
	 	 	 
	 	By:	                        
	 	Name:	 
	 	Title:	 
	 	 	 
	 	TENANT:



 


	 	[TENANT],
	 	a	          



 


	 	By:	                 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	LANDLORD:
	 	 	 
	 	EYP REALTY, LLC,
	 	a Delaware limited
               liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 






    - 9 - 


    

 



 


	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.




 


	STATE OF		 	}
	COUNTY OF	 	 	} S.S.






 





On _______________,
__________ before me,____________________, a Notary Public in and for said County and State, personally appeared,                                                ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 


I certify under PENALTY OF
PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


 


WITNESS my hand and official seal.


 





	Signature:	 	



  


 


(Notary Seal)





 






     


     


    

 





	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


	STATE OF		 	}
	COUNTY OF	 	 	} S.S.




 





On _______________,
__________before me,____________________, a Notary Public in and for said County and State, personally appeared,                                     ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


 


WITNESS my hand and official seal.


 


	Signature:	 	 




 


 


(Notary Seal)





 






     


     


    

 





	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


	STATE OF		 	}
	COUNTY OF	 	 	} S.S.







 


On _______________,
__________before me,____________________, a Notary Public in and for said County and State, personally appeared,                                          
, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


 


WITNESS my hand and official
seal.


 


	Signature:	 	 




 


 


(Notary Seal)





 






     


     


    

 





	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


	STATE OF		 	}
	COUNTY OF	 	 	} S.S.







 


On _______________,
__________before me,____________________, a Notary Public in and for said County and State, personally appeared,                                       ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


 


WITNESS my hand and official
seal.


 


	Signature:	 	 




 


 


(Notary Seal)





 






     


     


    

 


EXHIBIT A


 


Legal Description of
Property


 






     


     


    

 





EXHIBIT C


 


FORM OF CONTRIBUTION
AGREEMENT


 


This
CONTRIBUTION AGREEMENT made this [_____] day of [__________], 20[___] by EYP REALTY, LLC, a Delaware limited liability
company (“Borrower”), and [__________] (the “Parent”).


 


W I T N E S S E T H:


 


[NOTE:
INSERT APPROPRIATE CHAIN OF OWNERSHIP BASED ON WHO IS THE APPLICANT UNDER THE LETTER OF CREDIT]


 


WHEREAS, Parent owns a [ ]% interest in
[ ]; and


 


WHEREAS,
[ ] owns [__]% of the beneficial interest in Borrower, the owner of a fee
and leasehold interest in certain improved real property as more particularly described in the Loan Agreement (as defined below)
(the “Property”); and


 


WHEREAS,
Morgan Stanley Bank, N.A. and Wells Fargo Bank, National Association, collectively, as Lender (“Lender”), have
made a loan (the “Loan”) to Borrower secured by, among other things, a mortgage on the Property; and


 


WHEREAS,
Borrower is permitted to cause one or more Letters of Credit (as defined in the Loan Agreement) to be delivered to Lender as more
particularly set forth in that certain Mortgage Loan Agreement between Lender and Borrower, dated as of September [ ], 2020 (as
the same may be amended, modified, restated, replaced, or supplemented from time to time, the “Loan Agreement”).


 


NOW,
THEREFORE, in consideration of the Property and the mutual covenants herein contained, Borrower and Parent acknowledge and agree
that (i) Parent has delivered those certain letters of credit described on Exhibit A hereto to Lender and may, in the future,
deliver additional letters of credit to lender as and to the extent permitted by the Loan Agreement (individually each a “Letter
of Credit” and collectively, “Letters of Credit”) each as additional security for the Loan; and (ii)
if at any time there is a draw on any or all of the Letters of Credit in accordance with the provisions of the documents evidencing
and securing the Loan, such funds shall be deemed to be a capital contribution by Parent, to [ ], to [ ],
to Borrower.


 


IN
WITNESS WHEREOF, the parties have executed this Contribution Agreement as of the date and year first above written.


 


[INSERT
SIGNATURE BLOCKS FOR PARENT, BORROWER, AND ALL INTERVENING ENTITIES RECITED ABOVE.]


 






     


     


    

 


EXHIBIT D


 


FORM OF ASSIGNMENT
OF MANAGEMENT AGREEMENT


 


ASSIGNMENT OF MANAGEMENT
AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES


 


This
ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (as amended, restated, replaced, supplemented or otherwise
modified from time to time, this “Assignment”) is made as of the [_____] day of [___________], 20[___], by
EYP REALTY, LLC, a Delaware limited liability company, having its principal place of business at c/o Brookfield Properties,
250 Vesey Street, 15th Floor, New York, New York 10281 (together with its successors and permitted assigns, “Borrower”),
to MORGAN STANLEY BANK, N.A., a national banking association, having an address at 1585 Broadway, New York, New York 10036
(“MS”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, having an address
at 401 S. Tryon Street, 8th Floor, Charlotte, North Carolina 29202 (“Wells”,
together with MS and their respective successors and/or assigns, the “Lender”), and is consented and agreed
to by [_________], a [__________], having its principal place of business at [__________] (“Manager”).


 


RECITALS:


 


A.                
Borrower pursuant to the Note (as defined in the Loan Agreement (defined below)) is indebted to Lender with interest from
the date thereof at the rates set forth in the Loan Agreement (the indebtedness evidenced by the Note, together with such interest
accrued thereon, shall collectively be referred to as the “Loan”) advanced pursuant to that certain Mortgage
Loan Agreement, dated as of September [__], 2020, between Borrower and Lender (as the same may hereafter be amended, restated,
replaced, supplemented, renewed, extended or otherwise modified from time to time, the “Loan Agreement”). All
capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.


 


B.              
The Loan is secured by, among other things, that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement
and Fixture Filing (as the same may hereafter be amended, restated, replaced, supplemented, renewed, extended or otherwise modified
from time to time, the “Mortgage”), dated as of September [__], 2020, which grants Lender a lien on the property
encumbered thereby and more particularly described therein (the “Property”). The Note, the Loan Agreement, the
Mortgage, this Assignment and any of the other documents evidencing or securing the loan or executed or delivered in connection
therewith are collectively referred to as the “Loan Documents.”


 


C.                
Pursuant to that certain [Management Agreement], dated as of [ ], by and between Borrower and Manager (the “Management
Agreement”) (a true and correct copy of which Management Agreement is attached hereto as Exhibit A), Borrower
engaged Manager to [supervise, maintain, rent, lease, operate and manage] the Property pursuant to the provisions thereof and Manager
is entitled to certain management and other fees (the “Management Fees”) thereunder.


 


D.                
Lender requires as a condition to the making of the Loan that Borrower assign the Management Agreement and that Manager
subordinate its interest under the Management


 






     


     


    

 


Agreement in lien and payment to the Loan Agreement
and other Loan Documents as set forth below.


 


AGREEMENT


 


For good and valuable consideration the parties hereto
agree as follows:


 


1.   
Assignment of Management Agreement. As additional collateral security for the Loan, subject to the terms and
provisions set forth in this Assignment, Borrower hereby conditionally transfers, sets over and assigns to Lender all of Borrower’s
right, title and interest in and to the Management Agreement, said transfer and assignment to automatically become a present, unconditional
assignment, at Lender’s option exercised by written notice to Borrower and Manager, upon the occurrence and during the continuance
of an Event of Default (as defined in the Loan Agreement, hereinafter, an “Event of Default”) by Borrower under
the Loan Agreement or any of the other Loan Documents. After exercise of Lender’s rights under this Paragraph 1, (i) Manager
shall, by written notice to Manager from Lender, subject to the terms and conditions contained herein, continue to provide management
services in accordance with, and to the extent provided for in, the Management Agreement (provided, that Manager is paid all fees
due to Manager to the extent accruing or arising from and after the date of receipt of such written notice from Lender until such
time as the Management Agreement is terminated or expires) and shall take no further instruction from Borrower or any Person (other
than Lender) in connection therewith and (ii) neither Lender nor Subsequent Owner shall be liable for any Management Fees under
the Management Agreement unless Lender requests Manager to continue to perform and if Lender so requests, Lender shall not be responsible
for any Management Fees with respect to services provided by Manager prior to exercise of Lender’s rights under this Paragraph
1. Notwithstanding anything to the contrary herein, if Manager is not paid any amounts owing to it within five (5) Business Days
after the date such amounts are due and payable under the Management Agreement, then Manager may at its election at any time thereafter,
and by notice to Borrower and Lender, terminate the Management Agreement, without prejudice to Manager’s rights and remedies
in respect of all amounts due and payable under the Management Agreement, subject to the terms hereof.


 


2.   
Subordination of Management Agreement. At all times prior to the termination of this Assignment, the Management
Agreement and any and all liens, rights and interests (whether choate or inchoate and including, without limitation, all mechanic’s
and materialmen’s liens under and to the extent permitted by applicable law) owed, claimed or held, by Manager in and to
the Property, are and shall be in all respects subordinate and inferior to the liens and security interests created or to be created
for the benefit of Lender, and securing the repayment of the Note and the obligations under the Loan Agreement including, without
limitation, those created under the Mortgage covering, among other things, the Property, and filed or to be filed of record in
the public records maintained for the recording of mortgages in the jurisdiction where the Property is located, and all renewals,
extensions, increases, supplements, amendments, modifications or replacements thereof. Nothing in this section shall in any manner
interfere with or delay the payment to Manager of all fees and reimbursements that are due to Manager under the Management Agreement.


 


3.   
Termination. At such time as the Loan is paid in full, this Assignment and all of Lender’s right, title
and interest hereunder with respect to the Management Agreement shall terminate.


 






    -6- 


     


    

 





4.     Estoppel.
Manager represents and warrants that as of the date of this Assignment( a)  except
for any prior assignments which are no longer effective as of the date hereof, the Management Agreement is in full force and
effect and has not been modified, amended or assigned other than pursuant to this Assignment, (b) neither Manager nor to
Manager’s knowledge, Borrower is in default under any of the terms, covenants or provisions of the Management Agreement
and Manager knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event
of default under the Management Agreement, (c) neither Manager nor Borrower has commenced any action or given or received any
notice for the purpose of terminating the Management Agreement, and (d) the Management Fees and all other sums due and
payable to the Manager under the Management Agreement as of the date hereof have been paid in full.


 


5.   
Agreement by Borrower and Manager. Borrower and Manager hereby agree that at Lender’s option, Lender
shall have the right to terminate the Management Agreement and replace Manager or require that Borrower terminate the Management
Agreement and replace Manager with a Qualified Manager, without penalty or fee, if at any time during the Loan: (i) Manager shall
become bankrupt or insolvent, (ii) a default by Manager occurs under the Management Agreement and is not cured within any applicable
notice and cure period thereunder, or (iii) an Event of Default occurs which remains uncured and is continuing. Upon ten (10) days’
written notice by Lender or any Subsequent Owner to Manager of its election to terminate the Management Agreement by reason of
its acquisition of title to the Property, the Management Agreement and Manager’s rights thereunder shall terminate upon Lender’s
or any Subsequent Owner’s acquisition of title to the Property following Lender’s exercise of its remedies under the
Loan Documents and the expiration of the notice period described below. Manager and Borrower acknowledge and agree that the exercise
of the aforesaid termination rights shall (I) in the case of the exercise of the termination rights only, require ten (10) days’
notice to Manager (which notice may be given prior to, concurrently with or following Lender’s or Subsequent Owner’s
acquisition of the Property), (II) not require the payment of any penalty or similar fee by Lender or any Subsequent Owner, (III)
be in addition to any other termination or similar rights set forth in the Management Agreement, and (IV) be without prejudice
to any rights and remedies of Manager under the Management Agreement arising prior to such termination. At such time as Manager
may be removed pursuant to this Paragraph 5, a Qualified Manager shall assume management of the Property pursuant to a Qualified
Management Agreement. In no event shall Lender or any other individual or entity that acquires title to or control or possession
of the Property at or through a foreclosure, deed in lieu or other exercise of remedies by Lender (each, a “Subsequent
Owner”) be responsible for any fees, costs, reimbursements, termination fees or other charges, expenses, indemnification
obligations, loans, advances or other amounts that were owed by Borrower to Manager or were the obligation of Borrower with respect
to the Property, in each case, that accrued prior to Lender delivering notice to Manager pursuant to Section 1(i) above.


 


 6.     Intentionally
omitted.




 


7.    Consent
and Agreement by Manager. Manager hereby acknowledges and consents to this Assignment and the terms and provisions of
Section 4.15 of the Loan Agreement (a copy of which Loan Agreement in its entirety has been delivered to the Manager).
Manager agrees that it will act in conformity with the provisions of this Assignment, such provisions of the Loan Agreement
and Lender’s rights hereunder or otherwise related to the Management Agreement. In the event that the responsibility
for the management of the Property is transferred from Manager in accordance with the provisions hereof, Manager shall, and
hereby agrees to, and provided that Lender or any Subsequent Owner is not in default of any of its obligations to Manager
under this Agreement, fully cooperate, in all material respects, in transferring its responsibility to a new management
company and effectuate such transfer no later than thirty (30) days from the date the Management Agreement is terminated.
Further, Manager hereby agrees (a) not to contest or impede the exercise by Lender of any right it has under or in connection
with this Assignment as provided herein; and (b) that it shall, in the manner provided for in this Assignment, give at least
thirty (30) days prior written notice to Lender of its intention to terminate the Management Agreement or otherwise
discontinue its management of the Property.


 






    -7- 


     


    

 


8.    Lender
Notice and Cure Rights. Manager shall provide written notice to Lender, in accordance with Section 12(c)
below, of any notice of default or notice of termination under the Management Agreement and Lender shall have (a) five (5)
days to cure any monetary defaults beyond any applicable cure period afforded to Borrower under the Management Agreement, and
(b) thirty (30) days to cure any non-monetary defaults beyond any applicable cure period afforded to Borrower under the
Management Agreement or, if such non-monetary default is not capable of cure within such thirty (30) day period, Lender shall
within such thirty (30) day period, commence to and thereafter continuously proceed with diligence and good faith to cure
such non-monetary default. Notwithstanding the foregoing, in an event of default under the Management Agreement for any
non-monetary default which could only be cured by Lender acquiring possession or ownership of the Property, Lender shall have
an additional time period (in addition to the cure period set forth above) prior to termination of the Management Agreement
becoming effective pursuant to notice by Manager given in accordance with the Management Agreement as is reasonably required
for Lender to obtain possession or ownership of the Property, through foreclosure or other appropriate proceedings in the
nature thereof, including any proceeding required due to any prohibition by any process or injunction issued by any court or
by reason of any action by any court having jurisdiction over any bankruptcy or insolvency proceeding involving Borrower (the
 “Additional Cure Period”), provided that and so long as Lender commences such proceedings within thirty
(30) days after the expiration of the cure period specified above and diligently prosecutes such proceedings to
completion.


 


9.    Further
Assurances. Manager further agrees to (a) execute such affidavits and certificates as Lender shall reasonably require
to further evidence the agreements herein contained, (b) on request from Lender, furnish Lender with copies of such
information as Borrower is entitled to receive under the Management Agreement and (c) cooperate, in all reasonable respects
with Lender’s representative in any inspection of all or any portion of the Property (such inspections to be made
subject to and in accordance with the terms of the Loan Documents); provided, however, any expenses incurred by
Manager in connection with this Section 9 shall be paid by Borrower and nothing in this Section 9 shall result in any
increase in liabilities or obligations of Manager (other than de minimis requirements or to otherwise correct any
scrivener’s error in a manner consistent with the parties’ intention in connection with the Loan) nor in the loss
or degradation of any of Manager’s rights hereunder (other than to a de minimis extent or to otherwise correct any
scrivener’s error in a manner consistent with the parties’ intention in connection with the Loan). Manager hereby
acknowledges that some, or all, permits, licenses and authorizations necessary for the use, operation and maintenance of the
Property (the “Permits”) may be held by, or on behalf of, the Manager. By executing this Assignment,
Manager (i) agrees that it is holding or providing all such Permits for the benefit of Borrower and (ii) hereby agrees that
as security for the repayment of the Debt by Borrower in accordance with the Loan Agreement, to the extent permitted by
applicable law, Manager hereby grants to Lender a security interest in and to the Permits. Moreover, Manager hereby agrees
that, upon an Event of Default under the Loan Agreement or any of the other Loan Documents, it will assign the Permits to
Lender if such Permits are assignable or otherwise continue to hold such Permits for the benefit of Lender until such time as
Lender can obtain such Permits in its own name or the name of a nominee.


 






    -8- 


     


    

 


10.   
Assignment of Proceeds; Cash Management. Manager acknowledges that, as further security for the Note, (i)
Borrower has executed and delivered to Lender as part of the Mortgage an assignment of leases and rents, assigning to Lender, among
other things, all of Borrower’s right, title and interest in and to all of the revenues of the Property as provided thereunder
and (ii) Borrower and Lender, among others, have entered into that certain Cash Management Agreement of even date herewith (the
 “Cash Management Agreement”) (a copy of which has been delivered to Manager), pursuant to which Borrower has
agreed that any Rents, and other income and proceeds from the Property are to be deposited, directly or indirectly (as provided
in the Loan Agreement), into the Restricted Account (as defined in the Cash Management Agreement) in accordance with the provisions
thereof. Manager agrees that in the event of any conflict between the cash management provisions of the Loan Documents and the
Management Agreement, the Loan Documents shall control. The foregoing provisions of this Section shall not limit Manager’s
right to terminate the Management Agreement under Section 1 above for failure to receive any management fees and reimbursements
owed to it under the Management Agreement.


 


11.   
Manager Not Entitled to Rents. Manager acknowledges and agrees that it is collecting and processing the Rents
solely as the agent for Borrower and Manager has no right to, or title in, the Rents. Notwithstanding anything to the contrary
in the Management Agreement, the Manager acknowledges and agrees that the Rents are the sole property of Borrower, encumbered by
the lien of the Mortgage and other Loan Documents in favor of Lender. In any bankruptcy, insolvency or similar proceeding the Manager,
or any trustee acting on behalf of the Manager, waives any claim to the Rents other than as such Rents may be used to pay the fees
and compensation of the Manager pursuant to the terms and conditions of the Management Agreement.


 


 12.
     Governing Law.




 


THIS
ASSIGNMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY BORROWER AND MANAGER AND ACCEPTED BY LENDER IN THE STATE OF
NEW YORK, AND THE PROCEEDS OF THE NOTE WERE DISBURSED FROM THE STATE OF NEW YORK, 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 ASSIGNMENT AND THE
OBLIGATIONS ARISING HEREUNDER 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 CONFLICT LAWS) AND ANY APPLICABLE
LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER AND MANAGER HEREBY UNCONDITIONALLY AND
IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS ASSIGNMENT, AND THIS ASSIGNMENT
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.


 






    -9- 


     


    

 


ANY
LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER, MANAGER OR BORROWER ARISING OUT OF OR RELATING TO THIS ASSIGNMENT MAY AT LENDER’S
OPTION BE INSTITUTED IN 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 EACH OF BORROWER AND MANAGER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED
ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER AND MANAGER HEREBY IRREVOCABLY SUBMIT
TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER AND MANAGER DO HEREBY DESIGNATE AND APPOINT:


 


CORPORATION SERVICE COMPANY


80 STATE STREET


ALBANY, NY 12207


 


AS
THEIR AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON THEIR BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH
SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREE THAT SERVICE OF PROCESS UPON SAID AGENT
AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER OR MANAGER IN THE MANNER PROVIDED HEREIN SHALL
BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER OR MANAGER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE
STATE OF NEW YORK. BORROWER AND MANAGER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER,
(II) 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 (III) 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.


 


13.   
Notices. All notices, consents, approvals and requests required or permitted hereunder shall be given in writing
and shall be deemed to have been properly given (a) upon delivery, if delivered in person, (b) one (1) Business Day after having
been deposited for overnight delivery with any reputable overnight courier service, or (c) three (3) Business Days after having
been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or
certified mail, postage prepaid, return receipt requested, 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):


 






    -10- 


     


    

 





If to Manager:


[                        ]


[                        ]


[                        ]


Attention:[                        ]


 


with a copy to:


[                        ]


[                        ]


[                        ]


Attention: [                        ]


 


and to:


[                        ]


[                        ]


[                        ]


Attention: [                        ]


 


If to Lender:


Morgan Stanley Bank, N.A.


1585 Broadway, 25th
Floor


New York, New York 10036


Attention: Cynthia Eckes


 


and to:


Wells Fargo Bank, National Association


401
S. Tryon Street, 8th Floor


Charlotte, North Carolina 28202


Attention: Wells Fargo Commercial Mortgage Servicing


 


with a copy to:


Dechert LLP


Cira Centre


2929 Arch Street


Philadelphia, Pennsylvania 19104


Attention: David
W. Forti, Esq.


 


If to Borrower:


c/o Brookfield Property Group


250 Vesey Street,
15th Floor


New York, New York 10281


Attention: Jason Kirschner


 


with a copy to:


c/o Brookfield Property Group


250 Vesey Street,
15th Floor


New York, New York 10281


Attention: General Counsel





 






    -11- 


     


    

 


and to:


O’Melveny & Myers LLP


400 South Hope Street, 18th Floor


Los Angeles,
California 90071


Attention: Michael Hamilton, Esq.


 


For
purposes of this Section 12, the term “Business Day” shall mean a day on which commercial banks are not
authorized or required by law to close in New York, New York. Any party by notice to the others may designate additional or different
addresses for subsequent notices or communications.


 


14.   
No Oral Change. This Assignment, and any provisions hereof, may not be modified, amended, waived, extended,
changed, discharged or terminated orally or by any act or failure to act on the part of Borrower, Lender or Manager, but only by
an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change,
discharge or termination is sought.


 


15.   
Liability. This Assignment shall be binding upon and inure to the benefit of Borrower and Lender and their
respective successors and assigns forever, unless terminated pursuant to the provisions of Section 3 of this Assignment.
Lender shall have the right to assign or transfer its rights under this Assignment in connection with any assignment of the Loan
and the Loan Documents. Any assignee or transferee of Lender shall be entitled to all the benefits afforded to Lender under this
Assignment. Except as otherwise provided in the Loan Agreement, neither Borrower nor Manager shall have the right to assign or
transfer its rights or obligations under this Assignment without the prior written consent of Lender (which may not be unreasonably
withheld, conditioned or delayed), and any attempted assignment without such consent shall be null and void.


 


16.   
Inapplicable Provisions. If any term, covenant or condition of this Assignment is held to be invalid, illegal
or unenforceable in any respect, this Assignment shall be construed without such provision.


 


17.   
Headings, etc. The headings and captions of various paragraphs of this Assignment are for convenience of reference
only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.


 


18.    Duplicate
Originals, Counterparts. This Assignment may be executed in any number of duplicate originals and each duplicate
original shall be deemed to be an original. This Assignment may be executed in several counterparts, each of which
counterparts shall be deemed an original instrument and all of which together shall constitute a single Assignment. The
failure of any party hereto to execute this Assignment, or any counterpart hereof, shall not relieve the other signatories
from their obligations hereunder. The words “execution,” “signed,” “signature,”
 “delivery,” and words of like import in or relating to any document to be signed in connection with this
Assignment and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the
keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.


 






    -12- 


     


    

 


19.   
Number and Gender. Whenever the context may require, any pronouns used herein shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.


 


 20.     Miscellaneous.




 


Wherever
pursuant to this Assignment (i) Lender exercises any right given to it to approve or disapprove, (ii) any arrangement or term is
to be satisfactory to Lender, or (iii) any other decision or determination is to be made by Lender, the decision of Lender to approve
or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory and all other decisions and determinations
made by Lender, shall be in the sole and absolute discretion of Lender and shall be final and conclusive, except as may be otherwise
expressly and specifically provided herein.


 


Wherever
pursuant to this Assignment it is provided that Borrower shall pay any costs and expenses, such costs and expenses shall include,
but not be limited to, reasonable legal fees and disbursements of Lender, whether retained firms, the reimbursement for the reasonable
expenses of in house staff or otherwise.


 


If
more than one Person has executed this Assignment as “Borrower” or as “Manager,” the obligations
of all such Persons hereunder shall be joint and several.


 


Lender
shall be permitted to disclose information regarding the Management Agreement in connection with (a) a Securitization or
other Secondary Market Transaction, and/or (b) the servicing of the Loan pursuant to a Servicing Agreement, each in
accordance with the Loan Agreement.


 


21.   
Exculpation. The provisions of Section 13.1 of the Loan Agreement are hereby incorporated by reference into
this Assignment to the same extent and with the same force as if fully set forth herein. Notwithstanding anything to the contrary
in this Assignment, the liability of Manager hereunder is limited to the assets of Manager, and Lender shall not enforce the liability
and obligations of Manager to pay, perform and observe any of the obligations of Manager contained in this Assignment by any action
or proceeding against any member, shareholder, partner, manager, director, officer, agent or employee of Manager (or any member,
shareholder, partner or other owner of any such member, shareholder, partner, manager, director, agent or employee of Manager,
or any director, officer, employee, agent, manager or trustee of any of the foregoing).


 


22.   
Replacement. The provisions of Sections 4.15(e) and (f) of the Loan Agreement are hereby incorporated by reference
into this Assignment to the same extent and with the same force as if fully set forth herein.


 


[NO FURTHER TEXT ON
THIS PAGE]





 






    -13- 


    

 



 


IN WITNESS WHEREOF, the undersigned
have executed this Assignment as of the date and year first written above.


 


		BORROWER:	
	 	 	 	 
	 	EYP REALTY, LLC,	 
	 	a Delaware limited liability company	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 



  









    


     


    

 


LENDER:


 


		MORGAN STANLEY BANK, N.A.	 
	 

        
	 	 	 
		By:	 	 
		Name:	 	 
	

        
	Title:	 	 
	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 



 



    


     


    




 


		MANAGER:	 
	 	 	 	 
		[                                 ],
    a [                                 ]	 
	 	 	 	 
	 	By:	 	 
	 		Name:	 
	 		Title:	 



 






    


     


    

 


EXHIBIT A 


COPY OF MANAGEMENT AGREEMENT





 






    


     


    

 


EXHIBIT E


 


FORM OF CONSENT
TO PERMITTED EASEMENT


 


 [DATE]


 


To Whom It May Concern:


 


Maguire Properties –
755 S. Figueroa, LLC (“Brookfield”) proposes to develop a mixed-use residential and commercial project at 945
W. 8th Street (the “Project”) located on an approximately 1.29  
acre vacant rectangular site (the “Development Parcel”) within the larger 7.695 acre block (the “Block”)
surrounded by the Harbor Freeway to the west, 7th Street to the north, Figueroa Street to the east, and 8th Street to the south
within the City of Los Angeles, California (“City”). In connection with the development of the Project on the
Development Parcel, Brookfield is seeking an entitlement from the City for [                    ]
the (“Entitlement”). Even though the Project would be developed on the Development Parcel, the adjacent properties
within the Block would be [subject to the Entitlement] because of the combination of functional linkages, with common features,
consisting of contiguous parcels, that when viewed from adjoining streets appears to be a consolidated whole.


 


To this end, the adjacent
real property located at 725 S. Figueroa Street and portions of the existing parking garage is within the Block that would be subject
to the Entitlement, consisting of L.A. County Tax Assessor’s Parcel Numbers 5144-009-093, -094, -096, -081, -082, and -085
(the “Property”). The Property is owned by EYP Realty, LLC, a Delaware limited liability company (“EYP
Realty”).  [                    ] (“Lender”) holds a mortgage interest in the Property.


 


Pursuant to [Los Angeles
Municipal Code Section 12.24W.19 which requires “all persons with a mortgage interest” in the properties subject to
the [Entitlement] to sign the [Entitlement]] application, Lender hereby, undertakes the following actions:


 


(a)   
I hereby certify that I am the lender of record of the Property located in the City of Los Angeles which is involved in
the [Entitlement] application or have been empowered to sign as the lender of record on behalf of Lender as evidenced by the documents
attached hereto.


 


(b)   
I hereby consent to the filing of the [Entitlement] application on the Property for processing by the Department of City
Planning.


 


(c)   
I understand if the [Entitlement] application is approved, as a part of the process the City will apply conditions of approval
which Brookfield must satisfy, including, but not limited to, recording the decision and all conditions relating to the [Entitlement]
in the County Deed Records for the Property.


 


(d)   
By my signature below, I certify that the foregoing statements are true and correct.Lender agrees that any consents, approvals
or correspondence that may be required from Brookfield and/or the City in connection with the entitlements and environmental review
for the Project at 945 W. 8th Street may be requested and given through email correspondence,
and original, ink-signed paper written notices are not required.


 






    


     


    

 


Please feel free to contact
me directly at the address or telephone number listed below if you have any questions or if you require any additional documentation
to support this authorization.


 


	 	/s/
	 	(Signature)
	 	 
	 	 
	 	Printed Name
	 	 
	 	 
	 	Title
	 	 
	 	 
	 	(Address)
	 	 
	 	(Address)
	 	 
	 	 
	 	 
	 	 
	 	Phone Number






 



     


     


    




 


	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.	 




 


		STATE OF CALIFORNIA	 	)
	 	 	 	) ss.
	 	COUNTY OF	 	)









 





On
this
                       day
of
                     
                     ,20             ,
before
me,                                                            ,Notary
Public, personally appeared                                                           
,who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument
and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


 


WITNESS my hand and official seal.


 









Notary Public