Exhibit 10.12


 


SECOND AMENDMENT TO AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT, AMENDMENT TO CARRY GUARANTY AND REAFFIRMATION OF GUARANTEES AND ENVIRONMENTAL INDEMNITY


 


THIS SECOND AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, AMENDMENT TO CARRY GUARANTY AND REAFFIRMATION OF GUARANTEES AND ENVIRONMENTAL INDEMNITY
(this “Amendment and Reaffirmation”) is made as of September 23, 2022 (the “Effective Date”),
by and among STWD 2021-FL2, LTD., an exempted company with limited liability under the laws of the Cayman Islands, as successor-in-interest
to Initial Lender (defined below) (in such capacity, together with its successors and assigns, “Lender”), 1350
S DIXIE LLC, a Delaware limited liability company (“Borrower”), STWD 2021-FL2, LTD., an exempted
company with limited liability under the laws of the Cayman Islands, as successor-in-interest to Starwood Property Mortgage Sub-12-A,
L.L.C., a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors
and assigns, “Administrative Agent”), and CHARLES D. NOLAN, JR., an individual (“Guarantor”).


 


RECITALS:


 


A. Pursuant
to that certain Amended and Restated Loan and Security Agreement dated as of November 19, 2021, by and among Borrower, Starwood Property
Mortgage Sub-12-A, L.L.C., a Delaware limited liability company (together with its successors and assigns, “Initial Lender”),
the other Lenders (as defined in the Existing Loan Agreement) a party thereto, and Administrative Agent, as modified pursuant to that
certain First Amendment to Amended and Restated Loan and Security Agreement and Reaffirmation of Guarantees and Environmental Indemnity,
dated as of February 14, 2022, by and among Borrower, Lenders and Administrative Agent (collectively, the “Existing Loan Agreement”;
the Existing Loan Agreement, as amended by this Amendment and Reaffirmation, and as the same may be further amended, restated, replaced,
supplemented, renewed, extended or otherwise modified from time to time, the “Loan Agreement”), the Lenders
made a loan to Borrower in the maximum principal amount of $116,250,000 (the “Loan”). Capitalized terms used
but not defined herein shall have the meanings assigned to them in the Loan Agreement.


 


B. The
parties hereto desire to (i) amend the Existing Loan Agreement, (ii) amend the Carry Guaranty and (iii) reaffirm the obligations of Guarantor
under the Guarantees and the Environmental Indemnity.


 


NOW THEREFORE, in consideration
of the foregoing and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby
consent and agree as follows:


 






     


     


    

 


AGREEMENT:


 


1. Amendments
to Loan Agreement. The Existing Loan Agreement is hereby amended as follows:


 


(a) The
definition of “Interest Rate Cap Agreement” in Section 1.1 of the Existing Loan Agreement is hereby modified by amending and
restating clause (ii) thereof in its entirety as follows:


 


“(ii) Term. The term
of the Interest Rate Cap Agreement shall at all times comply with the requirements set forth in Section 11.1 hereof.”


 


(b) The
following definitions in Section 1.1 of the Existing Loan Agreement are hereby deleted in their entirety and the following corresponding
definitions are substituted therefor:


 


“Alternative
Rate” means, for any Interest Period, the greater of (a) the sum of (i) the Alternative Rate Spread, plus
(ii) the Alternative Rate Index for such Interest Period, and (b) the sum of (i) the Spread, plus (ii) the
Term SOFR Floor.


 


“Alternative Rate Index”
means the Replacement Rate Index; provided, however, that, if an Alternative Rate Trigger has occurred and a Replacement
Rate Index and Replacement Spread have not yet been selected by Administrative Agent in accordance with the terms, provisions and conditions
of this Agreement, the Alternative Rate Index shall be the Prime Rate Index.


 


“Alternative Rate Spread”
means the Replacement Spread; provided, however, that, if an Alternative Rate Trigger has occurred and a Replacement Rate Index
and Replacement Spread have not yet been selected by Administrative Agent in accordance with the terms, provisions and conditions of this
Agreement, the Alternative Rate Spread shall be the Prime Rate Spread.


 


“Alternative Rate Strike Price”
means an Alternative Rate Index rate that, if used to determine the monthly Debt Service payment amount on the first Payment Date during
which the Interest Rate is an Alternative Rate, would result in a Debt Service Coverage Ratio equal to the Debt Service Coverage Ratio
calculated as of the last day that the Interest Rate was Term SOFR using the then-applicable strike price (in lieu of the then-applicable
Interest Rate) to determine the monthly Debt Service payment amount.


 


“Alternative Rate Trigger”
means Administrative Agent’s good faith determination, in a manner consistent with similarly situated loans in Administrative Agent’s
commercial real estate loan portfolio, that (i) adequate and reasonable means do not exist for ascertaining the then-applicable Rate
Index or, if the then-applicable Rate Index is Term SOFR, that a contingency has occurred which materially and adversely affects the SOFR
Market at which Administrative Agent prices loans (which determination by Administrative Agent shall be conclusive and binding on Borrower
in the absence of manifest error), (ii) a Change in Law shall make it unlawful for any Lender to maintain the Rate Index with respect
to the Loan, or any portion thereof, (iii) the then-applicable Rate Index will not adequately and fairly reflect the actual cost to the
Lenders of making or maintaining the Loan, (iv) a different floating rate index has become generally accepted by market participants in
commercial real estate loans for loans similar in size and character to the Loan as an alternative to the then-applicable Rate Index or
(v) if elected by Administrative Agent, any institutional warehouse or repurchase lender that is not an Affiliate of Administrative Agent
providing financing backed in whole or in part by an interest in the Loan has changed the Rate Index applicable to the Loan.


 






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“Business Day”
means any day other than a Saturday, Sunday or any other day on which state or national banks in New York, New York are not open for business.


 


“Interest Determination Date”
means, with respect to any Interest Period, the Term SOFR Determination Day or, if the Interest Rate is an Alternative Rate, the date
which is two (2) Business Days prior to the day on which such Interest Period commences; provided, however, that with respect
to the initial Interest Period, the Interest Determination Date shall be the Closing Date.


 


“Interest Rate”
means, for any Interest Period, the sum of (a) the Spread, plus (b) Term SOFR for such Interest Period; (provided, however,
that during any period in which the Alternative Rate is determined by Administrative Agent to be in effect, “Interest Rate”
means, for any Interest Period, the Alternative Rate for such Interest Period).


 


“Prime Rate Spread”
means the number of basis points determined by Administrative Agent as the sum of (i) Term SOFR last in effect for the Interest Period
immediately prior to the date on which Administrative Agent has determined that the Alternative Rate is in effect with respect to the
Loan, plus (ii) the Spread, less (iii) the Prime Rate Index in effect as of the last date of its determination pursuant
to the definition thereof immediately prior to the date on which Administrative Agent has determined that the Alternative Rate is in effect
with respect to the Loan.


 


“Replacement Rate Index”
means a floating rate market index (i) that is commonly accepted by market participants in commercial real estate loans for loans similar
in size and character to the Loan as a benchmark index (or the then-applicable Alternative Rate Index, as the case may be), as determined
by Administrative Agent in its sole but good faith discretion, or (ii) then being used by any institutional warehouse or repurchase lender
that is not an Affiliate of Administrative Agent providing financing backed in whole or in part by an interest in the Loan. Administrative
Agent’s determination of the Replacement Rate Index shall be binding and conclusive on Borrower absent manifest error, provided
that such determination shall be made in a manner consistent with similarly situated loans in Administrative Agent’s commercial
real estate loan portfolio. The Replacement Rate Index may or may not be the lowest rate at which Administrative Agent prices loans on
the date which the Replacement Rate Index is determined by Administrative Agent as set forth above.


 






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“Replacement Spread”
means the number of basis points determined by Administrative Agent as the sum of (i) Term SOFR last in effect for the Interest Period
immediately prior to the date on which Administrative Agent has determined that the Alternative Rate is in effect with respect to the
Loan, plus (ii) the Spread, less (iii) the Replacement Rate Index in effect as of the last date of its determination pursuant
to the definition thereof immediately prior to the date on which Administrative Agent has determined that the Alternative Rate is in effect
with respect to the Loan.


 


“Spread” means
235 basis points (i.e., 2.35%) per annum; provided, however, that if, at any point during the Term of the Loan,
Administrative Agent determines that the Property has achieved a Debt Yield of not less than 675 basis points (i.e., 6.75%)
for one calendar quarter, commencing on the next succeeding Payment Date and continuing through the Term of the Loan, “Spread”
shall mean 210 basis points (i.e., 2.10%) per annum.


 


(c) Section
1.1 of the Existing Loan Agreement is hereby amended by adding the following new defined terms in the appropriate alphabetical order:


 


“Initial Interest Rate Cap
Agreement” has the meaning set forth in Section 11.1 hereof.


 


“Rate Index”
means either Term SOFR or the Alternative Rate Index, as in effect hereunder on the date of determination.


 


“Second Amendment Date”
shall mean September 23, 2022.


 


“SOFR” means
a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


“SOFR Administrator”
means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


“Term SOFR”
means, with respect to each Interest Period, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Term
SOFR Determination Day”) that is two (2) U.S. Government Security Business Days prior to the day on which such Interest
Period commences, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City
time) on any Term SOFR Determination Day the Term SOFR Reference Rate for a tenor of one month has not been published by the Term SOFR
Administrator, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first
preceding U.S. Government Security Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR
Administrator so long as such first preceding U.S. Government Security Business Day is not more than three (3) U.S. Government Security
Business Days prior to such Term SOFR Determination Day; provided, further, that if Term SOFR determined as provided above (including
pursuant to the proviso above) shall ever be less than the Term SOFR Floor, then Term SOFR shall be deemed to be the Term SOFR Floor.


 






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“Term SOFR Administrator”
means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Administrative
Agent in its reasonable discretion, provided that such selection shall be made in a manner consistent with similarly situated loans in
Administrative Agent’s commercial real estate loan portfolio.


 


“Term SOFR Determination Day”
has the meaning specified in the definition of “Term SOFR”.


 


“Term SOFR Floor”
means 0.15% per annum.


 


“Term SOFR Reference Rate”
means the forward-looking term rate based on SOFR.


 


“U.S. Government Securities
Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial
Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in
United States government securities.


 


(d) The
following definitions in Section 1.1 of the Existing Loan Agreement are hereby deleted in their entirety: “Early Opt-In Election”;
“LIBOR”; “LIBOR Floor”; “LIBOR Loan”; LIBOR Rate”; “London
Business Day”; and “Reserve Requirements”.


 


(e) Section
2.13 of the Existing Loan Agreement is hereby amended and restated in its entirety as follows:


 


“2.13 Term
SOFR Unascertainable.


 


(a) Administrative
Agent’s obligation to maintain interest based on the then-applicable Rate Index shall be suspended and the Interest Rate shall be
based on the Alternative Rate upon the occurrence of an Alternative Rate Trigger. Computation of the Interest Rate based on the Alternative
Rate shall continue until Administrative Agent determines that the circumstances giving rise to Administrative Agent’s substitution
of the Alternative Rate Index for Term SOFR no longer exist. Administrative Agent shall promptly notify Borrower and Lenders of each such
determination.


 


(b) In
connection with the use or administration of Term SOFR, Administrative Agent will have the right to make Conforming Changes from time
to time that Administrative Agent deems reasonably necessary and/or advisable and, notwithstanding anything to the contrary herein or
in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent
of any other party to this Agreement or any other Loan Document. Administrative Agent will promptly notify Borrower and Lenders of the
effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.


 






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(c) In
connection with the use, administration, adoption or implementation of an Alternative Rate, Administrative Agent will have the right to
make Conforming Changes from time to time that Administrative Agent deems reasonably necessary and/or advisable and, notwithstanding anything
to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without
any further action or consent of any other party to this Agreement or any other Loan Document. Administrative Agent will promptly notify
Borrower and Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of an Alternative Rate.”


 


(f) Section
2.15 of the Existing Loan Agreement is hereby amended and restated in its entirety as follows:


 


“2.15 Legal
Requirements.


 


(a) If
any Regulatory Change shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender, (ii) subject
any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded
Taxes, and (C) 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, or (iii) impose on any Lender or the SOFR market any other condition, cost
or expense (other than Taxes) affecting this Agreement or the Loan made by such Lender or participation therein, and the result of any
of the foregoing circumstances described in clauses (i) through (iii) shall be to increase the cost to such Lender of making, converting
to, continuing or maintaining the Loan or of maintaining its obligation to make any advances under the Loan, or to reduce the amount of
any sum received or receivable by such Lender (whether of principal, interest or any other amount) then, in any such case, within ten
(10) Business Days after written demand by such Lender (with a copy to Administrative Agent), which demand shall be accompanied by
a certificate showing, in reasonable detail, the calculation of such amount or amounts, and provided that such Lender is generally
exercising rights similar to those set forth in this Section 2.15(a) against other borrowers similarly situated to Borrower,
Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.


 


(b) If
any Lender determines that any Regulatory Change affecting such Lender or any lending office of such Lender or such Lender’s holding
company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s
capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loan made by such
Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Regulatory Change
(taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital
adequacy), and such determination is consistently applied by such Lender to similarly situated loans and similar borrowers, then, from
time to time, within ten (10) Business Days after written demand by such Lender (with a copy to Administrative Agent), which demand
shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, and provided that
such Lender is generally exercising rights similar to those set forth in this Section 2.15(a) against other borrowers similarly
situated to Borrower, Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s
holding company for any such reduction suffered.


 






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(c) Each
Lender shall promptly notify Borrower and Administrative Agent in writing of any event of which it has knowledge, occurring after the
Closing Date, which will entitle such Lender to compensation pursuant to this Section 2.15 and will designate a different
Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the good faith
judgment of such Lender, be otherwise disadvantageous in any material respect to such Lender. A certificate of any Lender claiming compensation
under this Section 2.15 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive
in the absence of manifest error. In determining any such amount, each such Lender may use any reasonable averaging and attribution methods.”


 


(g) Section
11.1 of the Existing Loan Agreement is hereby amended and restated in its entirety as follows:


 


“11.1 Interest Rate
Cap Agreement. Borrower shall, on or prior to the Second Amendment Date, (a) obtain an Interest Rate Cap Agreement (the
“Initial Interest Rate Cap Agreement”) with a term expiring no earlier than the first anniversary of the
Second Amendment Date, with an Approved Counterparty and having a strike rate (the “Strike Price”) equal
to (or, at Borrower’s option, lower than) three and fifteen hundredths percent (3.15%), and (b) collaterally assign to
Administrative Agent, for the benefit of the Lenders, pursuant to an Assignment of Interest Rate Cap Agreement, all of its right,
title and interest to receive any and all payments under such Interest Rate Cap Agreement. Prior to the expiration of the Initial
Interest Rate Cap Agreement, Borrower shall either (i) extend the term of the Initial Interest Rate Cap Agreement to a date not
earlier than the Initial Maturity Date, or (ii) (x) purchase a new Interest Rate Cap Agreement with a term expiring no earlier than
the Initial Maturity Date and (y) collaterally assign to Administrative Agent, for the benefit of the Lenders, pursuant to an
Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under such new
Interest Rate Cap Agreement. Upon the occurrence of an Alternative Rate Trigger, Borrower shall, within ten (10) Business Days after
conversion of all or a portion of the Loan to an Alternative Rate Loan: (i) provide an Interest Rate Cap Agreement which has the
effect of capping the Alternative Rate Index rate at a strike price equal to (or, at Borrower’s option, lower than) the
Alternative Rate Strike Price; and (ii) collaterally assign to Administrative Agent, for the benefit of the Lenders, pursuant to an
Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under such Interest
Rate Cap Agreement. Notwithstanding the foregoing, if the Alternative Rate Index is not publicly recognized by ISDA as an
alternative to Term SOFR (or any other then-applicable Rate Index) and/or ISDA has not approved an amendment to hedge agreements
generally providing such Alternative Rate Index as a standard alternative to Term SOFR (or any other then-applicable Rate Index),
Borrower shall purchase such other hedging product as reasonably determined by Administrative Agent or, in the event such product is
not commercially available, Borrower and Administrative Agent shall cooperate to find a mutually agreeable alternative to an
Interest Rate Cap Agreement that would afford the applicable Lender(s) substantially equivalent protection from increases in the
interest rate.”


 


(h) The
Existing Loan Agreement is hereby amended by amending and restated Section 17.6 thereof in its entirety as follows:


 






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“17.6 Excess
Cash Flow Reserve Account. During any Cash Management Period, all Excess Cash Flow shall be collected by Administrative
Agent for the ratable benefit of the Lenders and all such amounts shall be held by Administrative Agent as additional security for
the Loan (the account in which such amounts are held, the “Excess Cash Flow Reserve Account”) and shall be
applied in accordance with Section 5.1.6 hereof. Upon the occurrence of a Cash Management Termination Event with respect to
any Cash Management Period, any amounts remaining in the Excess Cash Flow Reserve Account shall be released to Borrower. If an Event
of Default has occurred and remains outstanding, then Administrative Agent shall apply such funds as determined by Administrative
Agent. Any Excess Cash Flow remaining on deposit in the Excess Cash Flow Reserve Account upon the satisfaction in full of the Debt
(exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive the
satisfaction of the Note(s) in full, shall be disbursed to Mezzanine Administrative Agent for application in accordance with the
Mezzanine Loan Documents, or if the Mezzanine Loan shall no longer be outstanding, to Borrower. Notwithstanding anything to the
contrary contained herein, including, without limitation, Section 5.1.6(a)(xi), (a) provided no Event of Default exists, upon
written request from Borrower from time to time, Administrative Agent shall disburse amounts on deposit in the Excess Cash Flow
Reserve Account to Borrower for the payment of REIT Compliance Distributions, (b) provided no Event of Default exists, upon written
request from Borrower, Administrative Agent shall disburse amounts on deposit in the Excess Cash Flow Reserve Account to Borrower
for payment of the costs to obtain any Interest Rate Cap Agreement required pursuant to this Agreement, and (c) other than amounts
disbursed to Borrower pursuant to the foregoing clauses (a) and (b), Borrower shall not be entitled to receive any disbursements of
amounts on deposit in the Excess Cash Flow Reserve Account as long as any portions of the TI/LC Allocation, the Hotel Unit Work
Allocation and/or the Interest/OpEx Allocation remain to be advanced by Lenders hereunder.”


 


(i) All
references in the Existing Loan Agreement to “this Agreement” shall be deemed to be references to the Existing Loan Agreement
as amended by this Amendment and Reaffirmation.


 


2. Amendments
to Carry Guaranty. The Carry Guaranty is hereby amended as follows:


 


(a) Section
1.2 of the Carry Guaranty is hereby amended and restated in its entirety as follows:


 


“1.2 Definition
of Guaranteed Obligations. As used herein, the term “Guaranteed Obligations” shall mean the sum of the
following costs actually incurred and/or accrued during the Term of the Loan (but without duplication): (i) all Operating Expenses
and any other charges, expenses and costs incurred in connection with the ownership, operation, management and maintenance of the
Property (in excess of the sum of any undisbursed Advances and Mezzanine Advances allocated in the Budget to pay such Operating
Expenses and other charges, expenses and costs); (ii) all interest payable with respect to the Loan pursuant to the Loan
Agreement, the Note and the other Loan Documents (in excess of the sum of any undisbursed Advances and Mezzanine Advances allocated
in the Budget to pay such interest with respect to the Loan); (iii) the cost of insurance premiums and other charges in connection
with maintaining insurance for the Property in accordance with, and as required by, the Loan Agreement (in excess of the sum of (A)
any undisbursed Advances and Mezzanine Advances allocated in the Budget to pay such insurance costs and (B) the amount then on
deposit in the Insurance Reserve Account); (iv) all Impositions levied or assessed or imposed against the Property or any part
thereof, together with all interest and penalties thereon (in excess of the sum of (A) any undisbursed Advances and Mezzanine
Advances allocated in the Budget to pay such Impositions and (B) the amount then on deposit in the Tax Reserve Account); (v) all
fees, costs and expenses of Lenders and Administrative Agent as and when due and payable by Borrower pursuant to the Loan Documents;
(vi) all of Borrower’s obligations, as and when the same shall become due and payable under the Loan Agreement, to make
deposits to the Tax Reserve Account and the Insurance Reserve Account; and (vii) from and after the date that the Property achieves
a Debt Service Coverage Ratio of at least 1.25:1.00 as determined by Administrative Agent in its sole and absolute discretion, with
respect to any Interest Period for which Term SOFR exceeds 2.90%, a portion (the “Guaranteed Interest Portion”)
of the interest payable with respect to the Loan pursuant to the Loan Agreement, the Note and the other Loan Documents equal to (A)
the amount, not to exceed 0.25%, by which Term SOFR for such Interest Period exceeds 2.90% multiplied by (B) the outstanding
principal amount of the Loan, provided that all payments made by Borrower or any other Person or sums otherwise applied against the
interest payable with respect to any such Interest Period described in this clause (vii) shall be allocated first to that portion of
such interest other than the Guaranteed Interest Portion and only lastly to the Guaranteed Interest Portion. Notwithstanding
anything to the contrary contained in this Guaranty, (a) the term Guaranteed Obligations does not include the payment of any
principal due under the Loan, and (b) if Administrative Agent shall apply amounts held in the Collateral Accounts to payment of the
Debt which would have otherwise been available for the payment of amounts required to be paid under clauses (i) through (vii) above,
then Guarantor’s liability hereunder shall be reduced dollar-for-dollar by an aggregate amount equal to the amounts that were
previously held in such Collateral Accounts but so applied to payment of the Debt.


 






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Notwithstanding
anything herein to the contrary, any funds recovered by Mezzanine Administrative Agent or the Mezzanine Lender from Guarantor pursuant
to that certain Mezzanine Guaranty of Carry Costs dated as of the date hereof, given by Guarantor to Mezzanine Administrative Agent (the
“Mezzanine Carry Guaranty”), on account of clauses (i), (iii) and/or (iv) of the definition of “Guaranteed Obligations”
set forth in the Mezzanine Carry Guaranty and actually applied by Mezzanine Administrative Agent or Mezzanine Lender to such Guaranteed
Obligations shall reduce, on a dollar-for-dollar basis, the amount of the corresponding Guaranteed Obligations under this Guaranty, if
any, due hereunder.”


 


(b) Section
1.13 of the Carry Guaranty is hereby amended by deleting clause (d) of the first paragraph thereof in its entirety and replacing it with
the following:


 


“(d)
except with respect to the Guaranteed Obligations described in clause (vii) of Section 1.2 hereof as the Guaranteed Interest Portion,
the Property achieving a Debt Service Coverage Ratio of at least 1.25:1.00 (the “DSCR Threshold”) as determined
by Administrative Agent in its sole and absolute discretion (but Guarantor shall remain liable for
any Guaranteed Obligations that accrued prior to achieving such DSCR Threshold)”.


 


3. Reaffirmation
of Guarantees and Environmental Indemnity. Guarantor hereby: (i) acknowledges and consents to the execution and delivery
of this Amendment and Reaffirmation; (ii) ratifies and confirms all of the terms, covenants, conditions and obligations contained
in the Recourse Guaranty, the Payment Guaranty, the Carry Guaranty (as amended pursuant to this Amendment and Reaffirmation) and the Environmental
Indemnity (collectively, the “Guarantor Documents”); (iii) reaffirms the continuing validity of the Guarantor
Documents and that Guarantor’s obligations and rights under the Guarantor Documents are and shall remain in full force and effect
and enforceable in accordance with their respective terms, and there are no claims, counterclaims, offsets, defenses, defaults or events
which, with the passage of time or giving of notice, would constitute a default with respect to any of the Guarantor Documents; (iv) acknowledges
and agrees that Administrative Agent’s and Lender’s request for Guarantor’s consent to the execution and delivery of
this Amendment and Reaffirmation shall not be construed as requiring consent by Guarantor to any future modification or amendment of any
documents or instruments pertaining to Borrower’s obligations to Administrative Agent and/or the Lenders; (v) acknowledges
and agrees that it has had the opportunity to review this Amendment and Reaffirmation, and all other documents, instruments and agreements
executed by Borrower in connection with the modifications contemplated hereby and thereby and is entering into this Amendment and Reaffirmation
with full knowledge of each of the foregoing; and (vi)  waives any and all rights of subrogation, reimbursement, indemnity, contribution
or any other claim arising from the existence or performance of the Guarantor Documents which Guarantor may now or hereafter have against
Borrower or any other person (or their respective properties) directly or contingently liable for the obligations of Borrower until such
time as the Loan has been paid and satisfied in full and all obligations owed to the Lenders under the Loan Documents have been fully
performed, subject in all events, to the terms of the Guarantor Documents (including, without limitation, Sections 1.9 and 6.15 of each
of the Recourse Guaranty, the Payment Guaranty and the Carry Guaranty).


 


4. Borrower’s
Reaffirmation. Borrower represents, warrants and covenants to Administrative Agent and the Lenders that the Loan Documents
to which Borrower is a party (as modified by this Amendment and Reaffirmation) are in full force and effect and enforceable in accordance
with their respective terms, and there are no claims, counterclaims, offsets, defenses, defaults or events which, with the passage of
time or giving of notice, would constitute a default with respect to the Loan Documents or the obligations evidenced thereby.


 






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5. Authority.
Each party hereto represents and warrants that such party is (a) authorized to enter into this Amendment and Reaffirmation and (b) has
obtained all necessary consents, if any, needed to enter into this Amendment and Reaffirmation.


 


6. Payment
of Transaction Expenses. Borrower shall pay the reasonable out-of-pocket costs and expenses incurred by Administrative Agent
and the Lenders in connection with the transactions contemplated herein or otherwise outstanding as of the date hereof (collectively,
the “Transaction Expenses”), including reasonable legal fees and disbursements of Administrative Agent and Lenders’
counsel, any recording costs, taxes, and other charges, costs and fees actually incurred by Administrative Agent and Lenders in connection
with the preparation, negotiation, execution and delivery of this Amendment and Reaffirmation.


 


7. Acknowledgment
of Debt Owed.  The parties hereto acknowledge and agree that as of the Effective Date, the outstanding principal balance of
the Loan is $111,135,857.03 and the principal amount of $5,114,142.97 remains available to be advanced under the Loan.


 


8. Claims
or Defenses; Release. Borrower and Guarantor, on behalf of themselves, each of their respective successors and assigns, and
each of their Affiliates, acknowledge and agree that, as of the date hereof, they have no defenses, counterclaims, offsets, cross-complaints,
causes of action, rights, claims or demands of any kind or nature whatsoever against Administrative Agent, any Lender, any loan participant,
any servicer or any of their respective Affiliates, including, without limitation, any usury or lender liability claims or defenses, arising
out of the Loan or the Loan Documents or, in connection with the Loan or this Amendment and Reaffirmation. Each of Borrower and Guarantor
further acknowledge that to the extent that any claim as described above should in fact exist on the date hereof, including, without limitation,
any usury or lender liability claim or defense, it is hereby fully, finally and irrevocably released by Borrower and Guarantor. Moreover
and notwithstanding anything to the contrary contained herein or in any of the Loan Documents, in consideration of the execution and delivery
of this Amendment and Reaffirmation, the Borrower Parties, on behalf of themselves and their respective successors and assigns, hereby
fully, forever and irrevocably release, discharge and acquit the Released Parties (as defined below) of and from any and all rights, claims,
demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance,
malfeasance, cause or causes of action, debts, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs,
losses and expenses of every type, kind, nature, description or character, and irrespective of how, why by reason of what facts, whether
heretofore or now existing or that could, might, or may be claimed to exist, of whatever kind or name, whether known or unknown, suspected
or unsuspected, liquidated or unliquidated, claimed or unclaimed, whether based on contract, tort, breach of any duty, or other legal
or equitable theory of recovery, each as though fully set forth herein at length that in any way arise from the Loan, or the administration
thereof, the Loan Documents, or the collateral for the Loan, as well as any action or inaction of the Released Parties or any of them
with respect to the Loan or the administration thereof. As used herein, the term “Released Parties” means Administrative
Agent, each Lender and their respective past and present affiliates and participants, and their respective past and present constituent
members, partners, participants, officers, directors, servicers, agents, attorneys (including their external counsel), accountants, and
employees of each and all of the foregoing entities, and their respective successors, heirs and assigns. Each of the Borrower Parties
acknowledge and agree that factual matters now unknown to them may have given or may hereafter give rise to causes of action, claims,
demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected for the
period prior to the date hereof, and the Borrower Parties further agree, represent and warrant that the waivers and releases herein have
been negotiated and agreed upon in light of that realization and that the Borrower Parties nevertheless hereby intend to release, discharge
and acquit the Released Parties from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses
and expenses.


 






    10


     


    

 


9. Conditions
Precedent to Effective Date. The terms and provisions of this Amendment and Reaffirmation shall be deemed effective from and
after the Effective Date subject to the satisfaction of each of the following conditions precedent:


 


(a) Loan
Documents. Administrative Agent shall have received and approved a fully executed original of this Amendment and Reaffirmation.


 


(b) Expenses.
Borrower shall have paid all of the Transaction Expenses.


 


10. Governing
Law. This Amendment and Reaffirmation shall be governed in accordance with the terms and provisions of Section 20.3
of the Loan Agreement.


 


11. Conflicts
or Inconsistencies. This Amendment and Reaffirmation is entered into pursuant to and subject to the terms set forth in the
Loan Agreement. In the event of a conflict or inconsistency between the terms set forth in this Amendment and Reaffirmation and the Loan
Agreement, the terms of this Amendment and Reaffirmation shall control.


 


12. Severability.
Wherever possible, each provision of this Amendment and Reaffirmation shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Amendment and Reaffirmation shall be prohibited by or invalid under applicable law,
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 Amendment and Reaffirmation.


 


13. Counterparts.
This Amendment and Reaffirmation may be executed in multiple counterparts, each of which shall constitute an original, but all of which
shall constitute one document. Signatures delivered by email (in.pdf format) shall be considered binding with the same force and effect
as original signatures.


 


14. Successors
and Assigns. This Amendment and Reaffirmation shall inure to the benefit of and shall be binding on the parties hereto and
their respective successors and assigns.


 


15. Amendments.
This Amendment and Reaffirmation may not be modified, amended, waived, changed or terminated orally, but only by an agreement in writing
signed by the party against whom the enforcement of the modification, amendment, waiver, change or termination is sought.


 


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    11


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment and Reaffirmation to be duly executed by their duly authorized representatives, all as of the day and
year first above written.


 


	 	BORROWER:
	 	 	 
	 	1350 S DIXIE LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Brent
    M. Reynolds
	 	 	Brent M. Reynolds
	 	 	Authorized Representative






 


[Signatures Continue on Following Page]


 




     


     


    

 


	 	LENDER:
	 	 	 
	 	STWD 2021-FL2, LTD., an exempted
    company
	 	with limited liability under the laws of
    the Cayman Islands
	 	 	 
	 	By: STWD Investment Management, LLC, as
    Collateral Manager
	 	 	 
	 	By:	/s/ Aaron
    Allardyce
	 	 	Name: 	Aaron Allardyce
	 	 	Title: 	Vice President
	 	 	 
	 	ADMINISTRATIVE AGENT:
	 	 	 
	 	STWD 2021-FL2, LTD., an exempted
    company
	 	with limited liability under the laws of
    the Cayman Islands
	 	 	 
	 	By: STWD Investment Management, LLC, as
    Collateral Manager
	 	 	 
	 	By:	/s/ Aaron
    Allardyce
	 	 	Name:  	Aaron Allardyce
	 	 	Title: 	Vice President



 


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	 	GUARANTOR:
	 	 
	 	/s/
    Charles D. Nolan, Jr.
	 	CHARLES D. NOLAN, JR.