Exhibit 10.7





 


________________________________________________________


 


MEZZANINE A LOAN AGREEMENT


 ________________________________________________________


 


Dated as of September 21, 2018


 


Between


 


NORTH TOWER MEZZANINE, LLC,


as Borrower


 


and


 


MIRAE ASSET DAEWOO CO., LTD., 

as Lender


 




    	 	 	 



     


    

 


table
of contents


 





	 	 	 	Page
    Nos.
	 	 	 	 
	Article 1  DEFINITIONS; PRINCIPLES OF CONSTRUCTION	 	2
	Section 1.1	Definitions	 	2
	Section 1.2	Principles of Construction	 	31
	Article 2  GENERAL TERMS	 	33
	Section 2.1	Loan Commitment; Disbursement to Borrower	 	33
	Section 2.2	The Loan	 	33
	Section 2.3	Disbursement to Borrower	 	33
	Section 2.4	The Note and the Other Loan Documents	 	33
	Section 2.5	Interest Rate	 	33
	Section 2.6	Loan Payments	 	42
	Section 2.7	Prepayments	 	43
	Section 2.8	Interest Rate Cap Agreement	 	45
	Section 2.9	Extension of the Maturity Date	 	48
	Section 2.10	Partial Release	 	49
	Article 3  REPRESENTATIONS AND WARRANTIES	 	52
	Section 3.1	Legal Status and Authority	 	52
	Section 3.2	Validity of Documents	 	52
	Section 3.3	Litigation	 	53
	Section 3.4	Agreements	 	53
	Section 3.5	Financial Condition	 	54
	Section 3.6	Collateral	 	54
	Section 3.7	No Plan Assets	 	55
	Section 3.8	Not a Foreign Person	 	55
	Section 3.9	Other Indebtedness	 	55
	Section 3.10	Business Purposes	 	55
	Section 3.11	Borrower’s Principal Place of Business	 	55
	Section 3.12	Status of Property	 	55
	Section 3.13	Financial Information	 	57
	Section 3.14	Condemnation	 	58
	Section 3.15	Separate Lots	 	58
	Section 3.16	Insurance	 	58



 






    	 	- i -	 



     


    

 


	Section 3.17	Use of Property	 	58
	Section 3.18	Leases and Rent Roll	 	58
	Section 3.19	Filing and Recording Taxes	 	59
	Section 3.20	Management Agreement	 	59
	Section 3.21	Illegal Activity/Forfeiture	 	59
	Section 3.22	Taxes	 	60
	Section 3.23	Intentionally Omitted	 	60
	Section 3.24	Third Party Representations	 	60
	Section 3.25	Non-Consolidation Opinion Assumptions	 	60
	Section 3.26	Federal Reserve Regulations	 	60
	Section 3.27	Investment Company Act	 	60
	Section 3.28	Fraudulent Conveyance	 	60
	Section 3.29	Embargoed Person	 	61
	Section 3.30	Patriot Act and OFAC Regulations	 	61
	Section 3.31	Organizational Chart	 	62
	Section 3.32	Bank Holding Company	 	62
	Section 3.33	No Contractual Obligations	 	62
	Section 3.34	Property Documents	 	62
	Section 3.35	No Change in Facts or Circumstances; Disclosure	 	63
	Section 3.36	Mortgage Loan Representations and Warranties	 	63
	Section 3.37	Affiliates	 	63
	Article 4  BORROWER COVENANTS	 	64
	Section 4.1	Existence	 	64
	Section 4.2	Legal Requirements	 	64
	Section 4.3	Maintenance and Use of Property	 	65
	Section 4.4	Waste	 	66
	Section 4.5	Property Taxes and Other Charges	 	66
	Section 4.6	Litigation	 	67
	Section 4.7	Access to Property	 	67
	Section 4.8	Notice of Default	 	67
	Section 4.9	Cooperate in Legal Proceedings	 	67
	Section 4.10	Performance by Borrower	 	68
	Section 4.11	Intentionally Omitted	 	68
	Section 4.12	Books and Records	 	68



 






    	 	- ii -	 



     


    

 


	Section 4.13	Estoppel Certificates	 	70
	Section 4.14	Leases and Rents	 	71
	Section 4.15	Management Agreement	 	72
	Section 4.16	Payment for Labor and Materials	 	74
	Section 4.17	Performance of Other Agreements	 	75
	Section 4.18	Debt Cancellation	 	76
	Section 4.19	ERISA	 	76
	Section 4.20	No Joint Assessment	 	76
	Section 4.21	Alterations	 	77
	Section 4.22	Property Documents	 	78
	Section 4.23	Intentionally Omitted	 	78
	Section 4.24	Notices	 	78
	Section 4.25	Special Distributions	 	79
	Section 4.26	Curing	 	79
	Section 4.27	Mortgage Borrower Covenants	 	80
	Section 4.28	Limitations on Distributions	 	80
	Section 4.29	No Contractual Obligations	 	80
	Section 4.30	Limitation on Securities Issuances	 	81
	Section 4.31	Other Limitations	 	81
	Section 4.32	Material Agreements	 	81
	Section 4.33	Acquisition of the Mortgage Loan	 	81
	Section 4.34	Bankruptcy Related Covenants	 	82
	Article 5  ENTITY COVENANTS	 	82
	Section 5.1	Single Purpose Entity/Separateness	 	82
	Section 5.2	Independent Manager	 	87
	Section 5.3	Change of Name, Identity or Structure	 	89
	Section 5.4	Business and Operations	 	89
	Section 5.5	Recycled Entity	 	89
	Section 5.6	Mortgage Borrower Recycled Entity	 	89
	Section 5.7	Mortgage Borrower SPE Covenants	 	89
	Article 6  NO SALE OR ENCUMBRANCE	 	90
	Section 6.1	Transfer Definitions	 	90
	Section 6.2	No Sale/Encumbrance	 	90
	Section 6.3	Permitted Transfers	 	91



 






    	 	- iii -	 



     


    

 


	Section 6.4	Intentionally Omitted	 	92
	Section 6.5	Intentionally Omitted	 	92
	Section 6.6	Economic Sanctions, Anti-Money Laundering, OFAC, Patriot Act and Transfers	 	92
	Article 7  INSURANCE; CASUALTY; CONDEMNATION; RESTORATION	 	92
	Section 7.1	Insurance	 	92
	Section 7.2	Casualty	 	93
	Section 7.3	Condemnation	 	93
	Section 7.4	Restoration	 	94
	Section 7.5	Distributions to Net Proceeds to Mezzanine Lender	 	94
	Article 8  INTENTIONALLY OMITTED	 	94
	Article 9  CASH MANAGEMENT; reserves	 	95
	Section 9.1	Cash Management; Reserves	 	95
	Section 9.2	Unfunded Obligations Guaranty	 	95
	Section 9.3	Specified Tenant Trigger Cure Guaranty	 	96
	Section 9.4	Payments Received Under this Agreement	 	96
	Article 10  EVENTS OF DEFAULT; REMEDIES	 	96
	Section 10.1	Event of Default	 	96
	Section 10.2	Remedies	 	100
	Article 11  SECONDARY MARKET	 	102
	Section 11.1	Securitization	 	102
	Section 11.2	Disclosure	 	106
	Section 11.3	Reserves/Escrows	 	108
	Section 11.4	Intentionally Omitted	 	108
	Section 11.5	Rating Agency Costs	 	108
	Section 11.6	New Mezzanine Option	 	108
	Section 11.7	Costs and Expenses	 	109
	Section 11.8	Syndication	 	109
	Article 12  INDEMNIFICATIONS	 	114
	Section 12.1	General Indemnification	 	114
	Section 12.2	Mortgage and Intangible Tax Indemnification	 	115
	Section 12.3	ERISA Indemnification	 	115
	Section 12.4	Duty to Defend, Legal Fees and Other Fees and Expenses	 	115
	Section 12.5	Survival	 	116
	Section 12.6	Environmental Indemnity	 	116



 






    	 	- iv -	 



     


    

 


	Article 13  EXCULPATION	 	116
	Section 13.1	Exculpation	 	116
	Article 14  NOTICES	 	120
	Section 14.1	Notices	 	120
	Article 15  FURTHER ASSURANCES	 	121
	Section 15.1	Replacement Documents	 	121
	Section 15.2	Filing of Financing Statements, etc	 	121
	Section 15.3	Further Acts, etc	 	122
	Section 15.4	Changes in Tax, Debt, Credit and Documentary Stamp Laws	 	122
	Article 16  WAIVERS	 	123
	Section 16.1	Remedies Cumulative; Waivers	 	123
	Section 16.2	Modification, Waiver, Consents and Approvals in Writing	 	123
	Section 16.3	Delay Not a Waiver	 	123
	Section 16.4	Waiver of Trial by Jury	 	124
	Section 16.5	Waiver of Notice	 	124
	Section 16.6	Remedies of Borrower	 	124
	Section 16.7	Marshalling and Other Matters	 	124
	Section 16.8	Waiver of Statute of Limitations	 	125
	Section 16.9	Waiver of Counterclaim	 	125
	Section 16.10	Sole Discretion of Lender	 	125
	Article 17  MISCELLANEOUS	 	125
	Section 17.1	Survival	 	125
	Section 17.2	Governing Law	 	126
	Section 17.3	Headings	 	127
	Section 17.4	Severability	 	127
	Section 17.5	Preferences	 	127
	Section 17.6	Expenses	 	127
	Section 17.7	Cost of Enforcement	 	129
	Section 17.8	Schedules and Exhibits Incorporated	 	129
	Section 17.9	Offsets, Counterclaims and Defenses	 	129
	Section 17.10	No Joint Venture or Partnership; No Third Party Beneficiaries; Non Liability of Lender	 	129
	Section 17.11	Publicity; Confidentiality	 	131
	Section 17.12	Limitation of Liability	 	131
	Section 17.13	Conflict; Construction of Documents; Reliance	 	132



 






    	 	- v -	 



     


    

 


	Section 17.14	Entire Agreement	 	132
	Section 17.15	Liability	 	132
	Section 17.16	Duplicate Originals; Counterparts	 	132
	Section 17.17	Brokers	 	133
	Section 17.18	Set-Off	 	133
	Section 17.19	Intercreditor Agreement	 	133
	Section 17.20	Lender’s Discretion	 	134
	Section 17.21	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	 	134







 


	SCHEDULES AND EXHIBITS
	Schedule I	Intentionally Omitted
	Schedule II	Intentionally Omitted
	Schedule III	Organizational Chart
	Schedule IV	Description of REAs
	Schedule V	Intentionally Omitted
	Schedule VI	Intentionally Omitted
	Schedule VII	Disclosures
	 	 
	Exhibit A	Intentionally Omitted
	Exhibit B	Atrium Parcel 


 




    	 	- vi -	 



     


    

 





MEZZANINE
A LOAN AGREEMENT


 


THIS MEZZANINE A
LOAN AGREEMENT, dated as of September 21, 2018, (as amended, restated, replaced, supplemented or otherwise modified from time
to time, this “Agreement”), between MIRAE ASSET DAWEOO CO., LTD., having an address at 26, Eulji-ro 5-gil,
Jung-gu, Seoul, the Republic of Korea (in its capacity as mezzanine Lender with respect to the Loan (as defined below) together
with its successors and/or assigns, “Lender”) and NORTH TOWER MEZZANINE, LLC, a Delaware limited liability
company, having its principal place of business at 250 Vesey Street, New York, New York 10281 (together with its successors and/or
assigns, “Borrower”).


 


RECITALS:


 


Citibank, N.A., in
its capacity as administrative agent, for the benefit of certain lenders (“Mortgage Lender”), made a certain
mortgage loan in the original principal amount of $400,000,000.00 (the “Mortgage Loan”) to North Tower, LLC,
a Delaware limited liability company (“Mortgage Borrower”) pursuant to that certain Loan Agreement, dated as
of the date hereof, by and among Mortgage Borrower and Mortgage Lender and certain other parties thereto (as amended, supplemented
or otherwise modified from time to time, the “Mortgage Loan Agreement”), and secured by, among other things,
that certain Deed of Trust and Security Agreement dated as of the date hereof, executed and delivered by Mortgage Borrower as security
for the Mortgage Loan and encumbering the Property, (as amended, supplemented or otherwise modified from time to time, the “Security
Instrument”), by Mortgage Borrower in favor of Mortgage Lender pursuant to which Mortgage Borrower has granted to Mortgage
Lender a first priority security interest on, among other things, the real property and other collateral as more fully described
in the Security Instrument (collectively, the “Property”);


 


Borrower is the legal
and beneficial owner of all of the interests in Mortgage Borrower, consisting of 100% of the limited liability company interests
therein;


 


Borrower desires to
obtain the Loan (defined below) from Lender;


 


As a condition precedent
to the obligation of Lender to make the Loan to Borrower, Borrower has entered into that certain Mezzanine A Loan Pledge and Security
Agreement, dated as of the date hereof, in favor of Lender (as amended, supplemented or otherwise modified from time to time, the
“Pledge Agreement”), pursuant to which Borrower has granted to Lender a first priority security interest in
the Collateral (as hereinafter defined) as collateral security for the Debt (as hereinafter defined); and


 


Lender is 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 Lender 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.


 


“Act”
shall have the meaning set forth in Section 5.1 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 in which Borrower, Mortgage Borrower, Mezzanine B Borrower, Guarantor,
any SPE Component Entity (if any) or any Affiliate of such entities has, directly or indirectly, any legal, beneficial or economic
interest.


 


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


 


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


 


“Allocated
Loan Amount” shall mean $3,635,339.00.


 


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


 


“Alteration
Threshold” shall mean an amount equal to five percent (5%) of the outstanding principal amount of the Mortgage Loan.


 


“Alternate
Index Determination” shall have the meaning set forth in Section 2.5(b)(iii) hereof.


 






    	 	 - 2 -	 



     


    

 


“Alternate
Index Rate” shall mean, with respect to the applicable Interest Accrual Period, applicable LIBOR Successor Rate determined
in accordance with the terms hereof.


 


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


 


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


 


“Alternate
Rate Spread” shall mean, as the same may be reallocated pursuant to, and in accordance with, the restrictions and limitations
contained in Section 11.1(b)(iv) hereof, in connection with any conversion of the Loan from (a) a LIBOR Loan to an Alternate
Rate Loan, the spread to be determined as part of the applicable LIBOR Successor Rate Conforming Changes, or (b) a Prime Rate Loan
to an Alternate Rate Loan, the spread to be determined as part of the applicable LIBOR Successor Rate Conforming Changes.


 


“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 with experience appraising similar properties in Los Angeles, California, as the Property,
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. Notwithstanding the immediately preceding sentence or anything to the contrary
in this Agreement, Lender shall be deemed to have approved any Appraisal if Mortgage Lender approves such Appraisal pursuant to
the Mortgage Loan Agreement.


 


“Approved
Accounting Method” shall mean GAAP, federal tax basis accounting (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
Annual Budget” shall have the meaning set forth in Section 4.12 hereof.


 


“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.


 


“Atrium”
shall mean a portion of the Improvements located on the Atrium Parcel.


 


“Atrium Parcel”
shall mean that certain portion of the Property as depicted on Exhibit B attached hereto.


 


“Atrium REA”
shall have the meaning set forth in Section 2.10 hereof.


 






    	 	 - 3 -	 



     


    

 


“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”
means 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”
means, 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.


 


“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.


 


“Bankruptcy
Event” shall mean the occurrence of any one or more of the following: (i) Borrower, Mortgage Borrower, any Mortgage SPE
Component Entity and/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; (ii) Borrower, Mortgage
Borrower, any Mortgage SPE Component Entity and/or any SPE Component Entity shall make a general assignment for the benefit of
its creditors (except to Lender) or admit in writing in any legal proceeding (except when such admission is required under a legal
proceeding), its insolvency or inability to pay its debts as they become due; (iii) any Restricted Party (or Affiliate thereof)
shall file, or join or collude in the filing of, (A) an involuntary petition against Borrower, Mortgage Borrower, any Mortgage
SPE Component Entity and/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, Mortgage Borrower, any Mortgage SPE Component Entity and/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, Mortgage Borrower’s, any Mortgage SPE Component Entity’s
or any SPE Component Entity’s assets; (iv) Borrower, Mortgage Borrower, any Mortgage SPE Component Entity and/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 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, Mortgage Borrower, any Mortgage SPE Component Entity and/or any SPE Component Entity or any portion of
the Property; (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; or (vii) in the event Lender receives less than the full value
of their claim in any proceeding under the Bankruptcy Code or any other Creditors Rights Laws, with respect to Borrower, Mortgage
Borrower, any Mortgage SPE Component Entity, or any SPE Component Entity, Guarantor or any of its Affiliates receiving an equity
interest or other financial benefit of any kind as a result of a “new value” plan or equity contribution.


 






    	 	 - 4 -	 



     


    

 


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


 


“Borrower
Party” and “Borrower Parties” shall mean each of Borrower, Mortgage Borrower, Mezzanine B Borrower,
any SPE Component Entity, any Mortgage SPE Component Entity, any Mezzanine B 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.


 


“Brookfield
Acquisition Date” shall mean October 15, 2013.


 


“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 or the State of California.


 


“Cash Flow
Adjustments” shall mean adjustments made by Lender in its calculation of Underwritable Cash Flow and the components thereof,
in each case, based upon Lender’s reasonable underwriting criteria, which such adjustments shall include, without limitation,
adjustments (i) for (a) items of a non-recurring or extraordinary nature, (b) a credit loss/vacancy allowance equal to the greater
of (1) the actual vacancy rate at the Property, and (2) five percent (5.0%) of the rentable area of the Property, and (c) imminent
liabilities (of a recurring nature) and/or other expense increases (of a recurring nature) (including, without limitation, imminent
increases to Taxes and Insurance Premiums); and (ii) to exclude rental income attributable to any Tenant (a) in bankruptcy that
has not affirmed its Lease in the applicable bankruptcy proceeding pursuant to a final, non-appealable order of a court of competent
jurisdiction, (b) in default under its Lease beyond any applicable notice and cure periods, (c) whose tenancy at the Property is
month-to-month and/or (d) under a Lease which expires, terminates and/or is rejected within thirty (30) days or less of the applicable
date of calculation hereunder.


 


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


 


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


 






    	 	 - 5 -	 



     


    

 


“Change in
Law” means 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.


 


“Co-Lender”
shall have the meaning set forth in Section 11.8(a)(i) hereof.


 


“Co-Lending
Agreement” shall mean the co-lending agreement entered into between Lender, individually as a Co-Lender and as Agent,
and the other Co-Lenders in the event of a Syndication, as the same may be further supplemented modified, amended or restated.


 


“Collateral”
shall mean the “Collateral” as such term is defined in the Pledge Agreement and shall also include all amounts on deposit
in any account at any time pledged to Lender, if any.


 


“Collateral
Assignment of Interest Rate Cap Agreement” shall mean that certain Mezzanine A Loan 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.


 


“Completion
Guaranty” shall mean that certain Mezzanine A Loan Completion Guaranty, dated as of the date hereof, from Guarantor to
Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“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.


 


“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.


 






    	 	 - 6 -	 



     


    

 


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


 


“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” means a Person capitalized primarily by monetary contributions (A) of less than $35,000 each from more than 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.


 


“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 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
Coverage Ratio” shall mean the ratio calculated by Lender as of any date of calculation, of (i) the Underwritable Cash
Flow to (ii) the Aggregate Debt Service which would be due for a twelve (12) month period immediately preceding the date of calculation;
provided, that, the foregoing shall be calculated by Lender assuming that the Loan, Mortgage Loan and the Mezzanine B Loan had
been in place for the entirety of said period.


 


“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 Underwritable Cash Flow; and (ii) the denominator is the then outstanding principal balances of the Loan, the Mortgage Loan
and the Mezzanine B 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 [FIVE (5) BUSINESS DAYS WITH RESPECT TO THE APPROVAL OF EXTRAORDINARY EXPENSES PURSUANT TO SECTION
4.12(b) HEREOF] OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A 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 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.


 






    	 	 - 7 -	 



     


    

 


“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, or (ii) four percent
(4%) above the Interest Rate.


 


“Determination
Date” shall mean, with respect to any Interest Accrual Period, the date that is (i) two (2) London Business Days prior
to the first day of such Interest Accrual Period (if the Loan is a LIBOR Loan) or (ii) two (2) Business Days prior to the first
day of such Interest Accrual Period (if the Loan is an Alternate Rate Loan or a Prime Rate Loan).


 


“Disclosure
Documents” shall mean, collectively and as applicable, any offering circular, prospectus, prospectus supplement, private
placement memorandum or other offering document, in each case, in connection with a Securitization.


 


“EEA Financial
Institution” means (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” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 






    	 	 - 8 -	 



     


    

 


“EEA Resolution
Authority” means 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.


 


“Embargoed
Person” shall have the meaning set forth in Section 3.29 hereof.


 


“Environmental
Indemnity” shall mean that certain Mezzanine A Loan 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.


 


“Environmental
Laws” shall have the meaning set forth in the Environmental Indemnity.


 


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


 


“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.


 


“EU Bail-In
Legislation Schedule” means 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.


 


“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 any Lender or required to be withheld or deducted
from a payment to any 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 an applicable interest in a 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.


 


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


 






    	 	 - 9 -	 



     


    

 


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


 


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


 


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


 


“Extraordinary
Expense” shall have the meaning set forth in Section 4.12 hereof.


 


“FATCA”
means 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, and any agreements entered into pursuant to Section 1471(b)(1) of the IRS Code.


 


“Federal Funds
Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System, as published
by the Federal Reserve Bank of New York on the next succeeding Business Day or, if such rate is not so published for any Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded upwards, if necessary, to the next 1/100 of 1%) charged
to Citi on the applicable day, as determined by Lender.


 


“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, 2018.


 


“Fitch”
shall mean Fitch, Inc.


 


“Force Majeure”
shall mean any delay that is beyond Borrower’s reasonable control (but lack of funds (in and of itself) shall not be deemed
to constitute a cause beyond the reasonable control of Borrower) and is a delay due to acts of god (including, without limitation,
any material adverse weather conditions or earthquakes that prohibit work for an extended period of time), governmental restriction,
enemy actions, civil commotion, strike, work stoppage, shortage of labor or materials.


 


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


 


“Free Rent
Requirement” means that the Lease in question either (i) has an initial term of fewer than twelve (12) years and provides
for no more than twelve (12) months of free rent, (ii) has an initial term of more than twelve (12) years and provides for no more
than x months of free rent (with “x” being equal to the number of years of the initial term of such Lease) or (iii)
neither clause (i) nor clause (ii) applies (because the number of months of free rent exceed the requisite levels
set forth in clause (i) and (ii)) but Mortgage Borrower either reserves with Mortgage Lender a sum equal to the excess
free rent or Guarantor provides a guaranty of such excess free rent to Mortgage Lender; provided, however, with respect
to clause (iii), if the excess free rent period burns off such that the remaining number of free rent months equals the
number of years of the initial term of the Lease, then such Lease shall be deemed to satisfy the Free Rent Requirement even if
Mortgage Borrower has not provided a reserve or guaranty to Mortgage Lender regarding such Lease. As used in this definition “initial
term” is exclusive of unexercised extension options, and “excess free rent” means the rent that would have been
paid if the extra months of free rent (i.e., above twelve (12) months for leases with a term of twelve (12) years or less and above
“x” if clause (ii) applies) had not been provided for in such Lease.


 






    	 	 - 10 -	 



     


    

 


“Garage Penthouse
Lease” shall mean that certain Garage Penthouse Lease between Maguire Partners-Crocker Properties South Tower, as landlord,
and Maguire Partners-Crocker Properties Phase I, as tenant, dated as of December 20, 1982, as amended by that certain Amendment
to Garage Penthouse Lease, dated as of April 22, 1998.


 


“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 Lender 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 as in effect prior to such accounting change, as determined by 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.


 


“GDC”
shall mean Gibson, Dunn & Crutcher LLP, a California limited liability partnership together with any parent or affiliate thereof
providing credit support or a guaranty under its lease (if any).


 


“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.


 


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


 


“Guaranty”
shall mean each of the Recourse Guaranty, the Completion Guaranty, the Unfunded Obligations Guaranty and any supplemental guaranty
agreement delivered pursuant to the terms hereof following the Closing Date, as the same may be amended, restated, replaced, supplemented
or otherwise modified from time to time.


 


“Improvements”
shall have the meaning set forth in the granting clause of the Security Instrument.


 






    	 	 - 11 -	 



     


    

 


“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, (b) [reserved], (c) any successor owners or holders of the
Loan or participations in the Loan pursuant to Section 11.8 hereof, (d) any Servicer or prior Servicer of the Loan, (e)
[reserved], (f) 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, (g) any receiver or other fiduciary appointed in a foreclosure or other Creditors
Rights Laws proceeding, (h) any officers, directors, shareholders, partners, members, employees, agents, authorized representatives,
Affiliates or subsidiaries of any and all of the foregoing, and (i) the heirs, legal representatives, successors and assigns of
any and all of the foregoing (including, without limitation, any successors by merger, 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 Collateral or any portion thereof (i) at a
foreclosure sale or pursuant to an assignment 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” means (a) all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account
of Borrower under any Loan Document or (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, 2020.


 


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


 


“Insurance
Premiums” shall have the meaning set forth in the Mortgage Loan Agreement.


 


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


 






    	 	 - 12 -	 



     


    

 


“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
Rate” shall mean the rate or rates at which the outstanding principal amount 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.


 


“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 on the Loan (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 during
which such repayment or prepayment occurs (for the avoidance of doubt, no Interest Shortfall shall be payable with respect to any
repayment or prepayment of the Loan prior to a Securitization).


 


“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”
means 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.


 


“Land”
shall have the meaning set forth in the Security Instrument.


 


“Lease”
shall have the meaning set forth in the Security Instrument.


 


“Lease Termination
Payments” shall mean all payments made to Mortgage 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).


 


“Leasing Reserve
Account” shall have the meaning set forth in the Mortgage Loan Agreement.


 






    	 	 - 13 -	 



     


    

 


“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, Mortgage Borrower, the Collateral 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, Mortgage Borrower, the Collateral 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 meanings set forth in the first paragraph hereof.


 


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


 


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


 


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


 


“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 Reuters Screen LIBOR01 Page (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 Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination
Date, Lender shall request the principal London office of any four major reference banks in the London interbank market selected
by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank
market for deposits in U.S. dollars for a one-month period as of 11:00 a.m., London time, on such Determination Date for the amounts
for a comparable loan at the time of such calculation and, if at least two such offered quotations are so provided, LIBOR shall
be the arithmetic mean of such quotations; and (ii) if fewer than two such quotations in clause (i) are so provided, Lender shall
request any three major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage
per annum) for loans in U.S. dollars to leading European banks for a one-month period as of approximately 11:00 a.m., New York
City time on the applicable Determination Date for the amounts for a comparable loan at the time of such calculation and, if at
least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates; and (iii) notwithstanding anything to the
contrary contained herein, in no event shall LIBOR be less than zero percent (0.00%). Lender’s computation of LIBOR shall
be conclusive and binding on Borrower for all purposes, absent manifest error. Notwithstanding anything to the contrary contained
herein or in any other Loan Document, (I) subject to subsection (iii) above, in the event LIBOR (as determined in accordance
with the foregoing) for any applicable Interest Accrual Period is less than zero percent, LIBOR (for all purposes hereunder and
under the other Loan Documents) shall be deemed to be zero percent for such Interest Accrual Period and (II) in no event shall
Lender be required to disclose to Borrower or any other Person the identity, offered quotations or rates, in each case, of any
of the reference banks or other banks referred to in this definition.


 






    	 	 - 14 -	 



     


    

 


“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.


 


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


 


“LIBOR Spread”
shall mean 4.0%.


 


“LIBOR Successor
Rate” shall have the meaning set forth in Section 2.5(b)(iii) hereof.


 


“LIBOR Successor
Rate Conforming Changes” shall have the meaning set forth in Section 2.5(b)(iii) hereof


 


“Liquidation
Event” shall have the meaning set forth in Section 2.7(b) hereof.


 


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


 


“Loan Amount”
shall mean the sum of Sixty-Five Million and No/100 Dollars ($65,000,000.00).


 


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


 


“Loan Documents”
shall mean, collectively, this Agreement, the Note, the Pledge Agreement, the Environmental Indemnity, the Subordination of Management
Agreement, the Collateral Assignment of Interest Rate Cap 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.


 


“LTV”
shall mean a percentage calculated by multiplying (i) a fraction, the numerator of which is the outstanding principal balance of
the Loan, the Mortgage Loan and the Mezzanine B Loan and the denominator of which is the then current “as-is” value
of the Property, as such value is shown in a newly commissioned Appraisal obtained by Lender at Borrower’s cost and reasonably
approved by Lender in form and substance by (ii) one hundred (100) percent.


 






    	 	 - 15 -	 



     


    

 


“Major Lease”
shall mean as to the Property (i) any Lease 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 demise more than 75,000 rentable square feet at the Property, (ii) any Lease which
contains any option, offer, right of first refusal or other similar entitlement to acquire all or any portion of the Property,
(iii) any Specified Tenant Lease, (iv) any Lease entered into during the continuance of an Event of Default and (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 the management agreement entered into by and between Mortgage 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.


 


“Management
Fee” shall mean, for purposes of calculating Underwritable Cash Flow, as of any calculation date, the greater of:


 


(i)          two
and three quarters percent (2.75%) of the sum of (a) Net Rental Income for the trailing twelve (12) month period up to and including
the calculation date and (b) Other Operating Income for the trailing twelve (12) month period up to and including the calculation
date; and


 


(ii)         actual
management fees payable under the Management Agreement.


 


“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.


 


“Material
Action” shall mean with respect to any Person, any action to consolidate 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 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, 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, 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,
(iii) a material adverse effect on the use, value or operation of the Property taken as a whole (including the Underwritable
Cash Flow) or (iv) a material adverse effect on the Collateral.


 






    	 	 - 16 -	 



     


    

 


“Material
Agreements” shall mean each contract and agreement relating to the ownership, management, development, use, operation,
leasing, maintenance, repair or improvement of the Property under which there is an obligation of Mortgage Borrower to pay more
than Seven Hundred Fifty Thousand and No/100 ($750,000.00) per annum and which is not terminable upon sixty (60) days’ notice
(other than the Management Agreement, the Leases, and any agreement relating to any construction permitted hereunder).


 


“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.


 


“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
B Borrower” shall mean North Tower Mezzanine II, LLC, a Delaware limited liability company.


 


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


 


“Mezzanine
B Lender” shall mean Citigroup Global Markets Realty Corp., together with its successors and assigns.


 


“Mezzanine
B Loan” shall mean that certain loan made as of the date hereof by Mezzanine B Lender to Mezzanine B Borrower in the
original principal amount of $35,000,000.00 and evidenced by the Mezzanine B Note.


 


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


 


“Mezzanine
B Loan Documents” shall mean all agreements executed and/or delivered in connection with the Mezzanine B Loan.


 


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


 






    	 	 - 17 -	 



     


    

 


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


 


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


 


“Mezzanine
Endorsement” means a mezzanine endorsement to the Owner’s Policy delivered by Borrower to Lender in a form reasonably
acceptable to Lender.


 


“Mezzanine
Foreclosure Event” shall mean the foreclosure (or assignment or other transfer in lieu of foreclosure) of the Mezzanine
B Loan.


 


“Minimum Counterparty
Rating” shall mean (1) (a) a long term credit rating from S&P of at least “A-,” which rating shall not
include a “t” or otherwise reflect a termination risk, and (b) a long term credit rating from Moody’s of at least
“A3”, which rating shall not include a “t” or otherwise reflect a termination risk or (2) such other ratings
acceptable to Lender in its sole discretion.


 


“Minimum Ownership/Control
Test” shall mean that (A) Guarantor (directly or indirectly) Controls Borrower and Mortgage Borrower, (B) BPY and/or
BAM (directly or indirectly) Controls Guarantor, (C) no less than fifty-one percent (51%) of the equity interests (direct or indirect)
of each of Borrower and Mortgage Borrower are owned, in the aggregate, by Guarantor, (D) no less than twenty percent (20%) of the
equity interests (direct or indirect) in Guarantor are owned, in the aggregate, by one or more of BPY and/or BAM, and (E) no less
than twenty percent (20%) of the equity interests (direct or indirect) in each of Borrower and Mortgage Borrower are owned, in
the aggregate, by one or more of BPY and/or BAM.


 


“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, 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 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.


 


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


 


“Mortgage
Borrower” shall have the meaning set forth in the Recitals to this Agreement.


 


“Mortgage
Borrower Operating Agreement” shall mean the limited liability company agreement of Mortgage Borrower, as the same may
be amended from time to time to the extent permitted under the Mortgage Loan Agreement and this Agreement.


 


“Mortgage
Debt” shall have the meaning ascribed to the term “Debt” in the Mortgage Loan Agreement.


 






    	 	 - 18 -	 



     


    

 


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


 


“Mortgage
Lender” shall have the meaning set forth in the Recitals to this Agreement.


 


“Mortgage
Loan” shall have the meaning set forth in the Recitals to this Agreement.


 


“Mortgage
Loan Agreement” shall have the meaning set forth in the Recitals to this Agreement.


 


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


 


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


 


“Mortgage
Loan Reserve Accounts” shall mean the “Reserve Accounts” as defined in the Mortgage Loan Agreement.


 


“Mortgage
Loan Reserve Funds” shall mean the “Reserve Funds” as defined in the Mortgage Loan Agreement.


 


“Mortgage
Loan Restoration Provisions” shall mean the terms and conditions of the Mortgage Loan Agreement relating to Restoration
in connection with a Casualty and/or Condemnation of the Property.


 


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


 


“Mortgage
SPE Component Entity” shall mean any SPE Component Entity as such term is defined in the Mortgage Loan Agreement.


 


“Net Liquidation
Proceeds After Debt Service” shall have mean, with respect to any Liquidation Event, all amounts paid to or received
by or on behalf of Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any
sale, refinancing or other disposition or liquidation, less (i) Mortgage Lender’s and/or Lender’s reasonable out-of-pocket
costs incurred in connection with the recovery thereof, (ii) the costs incurred by Mortgage Borrower and/or Borrower in connection
with a Restoration of all or any portion of the Property made in accordance with the Mortgage Loan Documents, (iii) amounts required
or permitted to be deducted therefrom, and amounts paid, pursuant to the Mortgage Loan Documents to Mortgage Lender, (iv) in the
case of a foreclosure sale, disposition or transfer of the Property in connection with realization thereon following an Event of
Default under the Mortgage Loan, such reasonable and customary costs and expenses of sale or other disposition (including reasonable
attorneys’ fees and brokerage commissions), (v) in the case of a foreclosure sale, such out-of-pocket costs and expenses
incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for
under the terms of the Mortgage Loan Documents and (vi) in the case of a refinancing of the Mortgage Loan, such costs and expenses
(including reasonable attorneys’ fees) of such refinancing as shall be reasonably approved by Lender; provided, that in no
event shall Net Liquidation Proceeds After Debt Service include any amounts that are (x) not applied to the Loan or the Mortgage
Loan in accordance with Section 2.7(b) and (y) distributed to the Mortgage Borrower in accordance with Sections 2.7(b) or
7.4 of the Mortgage Loan Agreement.


 






    	 	 - 19 -	 



     


    

 


“Net Proceeds”
shall have the meaning set forth in the Mortgage Loan Agreement.


 


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


 


“Net Rental
Income” shall mean an amount (computed in accordance with the Approved Accounting Method) equal to the rental income
actually collected at or in respect of the Property (whether by Borrower, Mortgage Borrower, any Manager or otherwise) under Leases
which are in full force and effect.


 


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


 


“New Mezzanine
Loan” shall have the meaning set forth in Section 11.6 hereof.


 


“New Mezzanine
Option” shall have the meaning set forth in Section 11.6 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, acceptable to the Rating Agencies. For the avoidance of doubt, a New Non-Consolidation
Opinion may contain the same exclusions regarding the Completion Guaranty and the Unfunded Obligation Guaranty as made in the Non-Consolidation
Opinion.


 


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


 


“Note”
shall mean, that certain Mezzanine A Promissory Note of even date herewith in the principal amount of $65,000,000.00, made by Borrower
in favor of Lender, as the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise
modified from time to time.


 


“Oaktree”
shall mean Oaktree Capital Management, L.P., a Delaware limited partnership, together with any parent or affiliate thereof providing
credit support or a guaranty under its lease (if any).


 


“Oaktree Lease”
shall mean, a Lease at the Property with Oaktree (including, without limitation, any guaranty or similar instrument furnished thereunder),
as the same may have been or may hereafter be amended, restated, extended, renewed, replaced and/or otherwise modified.


 






    	 	 - 20 -	 



     


    

 


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


 


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


 


“Operating
Expenses” shall mean the total of all expenditures (computed in accordance with the Approved Accounting Method) of whatever
kind relating to the operation, maintenance and management of the Property that are incurred on a regular monthly or other periodic
basis, including without limitation, (and without duplication) (a) general and administrative expenses, contract services, cleaning
fees, utilities, ordinary repairs and maintenance, insurance, license fees, property taxes and assessments, advertising expenses,
payroll and related taxes, computer processing charges, HVAC fees, elevator fees, parking fees, management fees (equal to the greater
of two and three quarters percent (2.75%) of Net Rental Income and the management fees actually paid under the Management Agreement),
operational equipment or other lease payments as reasonably approved by Lender, but specifically excluding (i) depreciation, amortization
and any other non-cash items, (ii) the Aggregate Debt Service, (iii) non-recurring or extraordinary expenses, and (iv) deposits
into the Reserve Funds; (b) normalized capital expenditures equal to $0.20 per square foot per annum; and (c) normalized tenant
improvement and leasing commission expenditures equal to $1.25 per square foot per annum. Notwithstanding the immediately preceding
sentence or anything to the contrary in this Agreement, Lender shall accept Mortgage Lender’s determination of “Operating
Expenses” as set forth in the Mortgage Loan Agreement.


 


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


 


“Organizational
Documents” shall mean (i) with respect to a corporation, such Person’s certificate of incorporation and by-laws,
and any shareholder agreement, voting trust or similar arrangement applicable to any of such Person’s authorized shares of
capital stock, (ii) with respect to a partnership, such Person’s certificate of limited partnership, partnership agreement,
voting trusts or similar arrangements applicable to any of its partnership interests, (iii) with respect to a limited liability
company, such Person’s certificate of formation, limited liability company agreement or other document affecting the rights
of holders of limited liability company interests, and (iv) any and all agreements between any constituent member, partner or shareholder
of the Person in question, including any contribution agreement or indemnification agreements. In each case, “Organizational
Documents” shall include any indemnity, contribution, shareholders or other agreement among any of the owners of the entity
in question.


 


“Other Charges”
shall have the meaning set forth in the Mortgage Loan Agreement.


 


“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).


 






    	 	 - 21 -	 



     


    

 


“Other Operating
Income” shall mean income (computed in accordance with the Approved Accounting Method) that is actually collected, not
classified as Net Rental Income and derived from the ownership and operation of the Property from whatever source, including, without
limitation, common area maintenance, real estate tax recoveries from Tenants, utility recoveries from Tenants, other miscellaneous
expense recoveries, percentage rent, forfeited deposits, and income from auctions following defaults under Leases, but specifically
excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Mortgage Borrower or Borrower to
any Governmental Authority, refunds and uncollectible accounts, sales of furniture, fixtures and equipment, interest income (including
any proceeds of any payments made under the Interest Rate Cap Agreement), insurance proceeds (other than business interruption
or other loss of income insurance), Awards, Lease Termination Payments, unforfeited Security Deposits, and utility and other similar
deposits. Other Operating Income shall not be diminished as a result of the Security Instrument or the creation of any intervening
estate or interest in the Property or any part thereof.


 


“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)).


 


“Owner’s
Title Policy” shall mean that certain ALTA extended coverage owner’s policy of title insurance issued in connection
with the closing of the Mortgage Loan insuring the Mortgage Borrower as the owner of the Property.


 


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


 


“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.


 


“Partial Release”
shall have the meaning set forth in Section 2.10 hereof.


 


“Participant”
shall have the meaning set forth in Section 11.8(a)(ix) hereof.


 


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


 


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


 






    	 	 - 22 -	 



     


    

 


“Permitted
Alterations” shall have the meaning set forth in the Mortgage Loan Agreement.


 


“Permitted
Encumbrances” shall mean 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 Mortgage Loan Agreement and the other Mortgage Loan Documents, (b)
the lien and security interests created by the Mezzanine B Loan Agreement and the other Mezzanine B Loan Documents, (d) all liens,
encumbrances and other matters disclosed in the Title Insurance Policy, (e) 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), (f) existing Leases and new Leases entered into in accordance with this Agreement,
(g) any Permitted Equipment Leases, (h) 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), (i) immaterial easements, rights-of-way, encroachments,
other similar immaterial restrictions on the use of real estate, minor title irregularities, in each case, so long as the same
are entered into in the ordinary course of Mortgage Borrower’s business (but in no event in connection with the borrowing
of money or the obtaining of advances or credit) and do not (1) interfere with the ordinary conduct of the business of Borrower
or Mortgage Borrower and (2) have a Material Adverse Effect, and (j) such other title and survey exceptions as Lender has approved
or may approve in writing in Lender’s sole discretion.


 


“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 Mortgage Borrower’s business and (ii) relate to Personal Property which is
(A) used in connection with the operation and maintenance of the Property in the ordinary course of Mortgage Borrower’s business
and (B) readily replaceable without material interference or interruption to the operation of the Property.


 


“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 have the meaning set forth in the granting clause of the Security Instrument.


 


“Pledge Agreement”
shall have the meaning set forth in the Recitals to this Agreement.


 






    	 	 - 23 -	 



     


    

 


“Policies”
and “Policy” shall have the meanings set forth in the Mortgage Loan Agreement.


 


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


 


“Prepayment
Premium” shall mean with respect to any repayment or prepayment of the Debt made (i) on or prior to the Prepayment Premium
Date, an amount equal to the product of (a) the LIBOR Spread, Alternate Rate Spread or Prime Rate Spread, as applicable, (but in
no event less than the LIBOR Spread) with respect to portion of the Loan being prepaid, (b) the amount of the Loan being prepaid,
and (c) a fraction, the numerator of which is the number of days remaining from and including (A) prior to a Securitization, the
date that such prepayment is made and (B) after a Securitization, the date that is the last day of the Interest Accrual Period
during which such prepayment is made, in each case, through the last day of the Interest Accrual Period during which the Prepayment
Premium Date occurs and the denominator of which is 360, and (ii) after the Prepayment Premium Date, an amount equal to zero dollars
($0.00). The amount of the Prepayment Premium shall be determined by Lender in its reasonable discretion and shall be final and
binding absent manifest error.


 


“Prepayment
Premium Date” shall mean the Monthly Payment Date occurring in October 9, 2019.


 


“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; provided, however, that the Prime Rate shall not be less than the LIBOR Spread


 


“Prime Rate
Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon the Prime Rate.


 


“Prime Rate
Spread” shall mean, as the same may be reallocated pursuant to, and in accordance with, the restrictions and limitations
contained in Section 11.1(b)(iv) hereof, in connection with any conversion of the Loan from (a) a LIBOR Loan to a Prime
Rate Loan, the greater of (i) the difference (expressed as the number of basis points) between (x) LIBOR plus the LIBOR Spread
on the date that LIBOR was last applicable to the Loan and (y) the Prime Index Rate on the date that LIBOR was last applicable
to the Loan, and (ii) zero (0), or (b) an Alternate Rate Loan to a Prime Rate Loan, the greater of (i) the difference (expressed
as the number of basis points) between (x) LIBOR plus the Alternate Rate Spread on the date that LIBOR was last applicable to the
Loan and (y) the Prime Index Rate on the date that LIBOR was last applicable to the Loan, and (ii) zero (0).


 






    	 	 - 24 -	 



     


    

 


“Prohibited
Entity” means any Person which (i) is a statutory trust or similar Person, (ii) owns a direct or indirect interest in
Borrower or the Property through a tenancy-in-common or other similar form of ownership interest and/or (iii) is a Crowdfunded
Person.


 


“Pro Forma
Rental Income” shall mean pro forma Rents for a 12-month period under new Leases in full force and effect at the Property
where (A) the Tenant under each such Lease has taken possession of its premises (which taking of possession, includes, without
limitation, (x) all of the premises demised to such Tenant under the Lease being turned over to such Tenant for (i) occupancy or
(ii) in order for such Tenant to complete any tenant improvements to be completed by such Tenant under the Lease and (y) such Tenant
accepting the premises), and (C) the Tenant under each such Lease has no voluntary termination rights prior to the commencement
of such Lease and its obligation to begin paying full unabated rent thereunder but, in all events, only if the Free Rent Requirement
is satisfied with respect to the subject Lease. If rental income from any Lease is to be included in Pro Forma Rental Income, then
the amount of such rental income will be Rents payable under the relevant Lease during the first 12 months of Lease term when full
base rent is payable.


 


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


 


“Property”
shall have the meaning set forth in the Security Instrument but, from and after any release of any of the property described in
the Security Instrument in accordance with the express terms of this Agreement, shall refer only to such portion of the “Property”
as described in the Security Instrument that has not been released.


 


“Property
Document” shall mean, individually or collectively (as the context may require), the following: the REA.


 


“Property
Document Event” shall mean any event which would, directly or indirectly, cause a default termination right, right of
first refusal, first offer or any other similar right, cause any termination fees to be due or would cause a Material Adverse Effect
to occur under any Property Document (in each case, beyond any applicable notice and cure periods under the applicable Property
Document); provided, however, any of the foregoing shall not be deemed a Property Document Event to the extent Lender’s prior
written consent is obtained with respect to the same.


 


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


 


“Prudent Lender
Standard” shall, with respect to any matter, be deemed to have been met if the matter in question is reasonably acceptable
to Lender.


 


“Qualified
Management Agreement” shall mean a management agreement with a Qualified Manager with respect to the Property in form
and substance substantially similar to the Management Agreement, or such other form as is reasonably approved by Lender (such approval
not to be unreasonably withheld, delayed or conditioned).


 






    	 	 - 25 -	 



     


    

 


“Qualified
Manager” shall mean (i) Brookfield Properties Management (CA) Inc., a Delaware corporation, (ii) a property management
company majority owned and Controlled by BAM and/or BPY, or (iii) an Unaffiliated Qualified Manager.


 


“Rating Agencies”
shall mean each of S&P, Moody’s, Fitch 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.


 


“REA”
shall mean, individually or collectively (as the context requires), each reciprocal easement or similar agreement affecting the
Property (or any portion thereof) as more particularly described on Schedule IV hereto (if any), any Atrium REA (if entered
into pursuant to the terms hereof), any amendment, restatement, replacement or other modification thereof, any future reciprocal
easement or similar agreement affecting such Property (or any portion thereof) entered into in accordance with the applicable terms
and conditions hereof and any amendment, restatement, replacement or other modification thereof.


 


“Recourse
Guaranty” shall mean that certain Mezzanine A Loan 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.


 


“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.


 






    	 	 - 26 -	 



     


    

 


“Related Collateral”
shall mean an asset that is “related” within the meaning of the definition of Significant Obligor, to the Collateral.


 


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


 


“Release Price”
shall mean an amount equal to 110% of the Allocated Loan Amount with respect to the Atrium Parcel.


 


“Remaining
Property” shall have the meaning set forth in Section 2.10 hereof.


 


“Remaining
Unfunded Obligations” shall have the meaning set forth in the Mortgage Loan Agreement.


 


“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 Roll”
shall have the meaning set forth in Section 3.18 hereof.


 


“Rents”
shall have the meaning set forth in the Security Instrument.


 


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


 






    	 	 - 27 -	 



     


    

 


“Responsible
Officer” means, 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 have the meaning set forth in the Mortgage Loan Agreement.


 


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


 


“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.


 


“Scheduled
Unavailability Date” shall have the meaning set forth in Section 2.5(b)(iii) 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
Documents” shall mean, collectively, (i) the Pledge Agreement, (ii) an acknowledgement and consent to such Pledge Agreement
by Mortgage Borrower, (iii) all Uniform Commercial Code financing statements required by this Agreement to be filed with respect
to the security instruments in personal property created pursuant to the Pledge Agreement, from time to time, and (iv) all other
documents and agreements executed or delivered to Lender by Borrower in connection with any of the foregoing documents.


 


“Security
Instrument” shall have the meaning set forth in the Recitals to this Agreement.


 


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


 


“Servicer”
shall have the meaning set forth in Section 11.4 hereof.


 






    	 	 - 28 -	 



     


    

 


“Severed Loan
Documents” shall have the meaning set forth in Article 10 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 the Rating Agencies and satisfying the Prudent Lender Standard.


 


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


 


“Specified
Tenant” shall mean, as applicable, (i) GDC, (ii) Wells Fargo, (iii) any other lessee(s) of the Specified Tenant Space
(or any portion thereof) whose lease (together with all other leases at the Property to the same tenant and to all affiliates of
such tenant) covers fifteen percent (15%) or more of the total gross leasable space for the Property, and (iv) any parent or affiliate
of any of the foregoing providing credit support or a guaranty under such tenant’s lease (if any).


 


“Specified
Tenant Lease” shall mean, collectively and/or individually (as the context requires), each Lease at the Property with
Specified Tenant (including, without limitation, any guaranty or similar instrument furnished thereunder), as the same may have
been or may hereafter be amended, restated, extended, renewed, replaced and/or otherwise modified.


 


“Specified
Tenant Space” shall mean that portion of the Property demised as of the date hereof to the initial Specified Tenants
pursuant to the initial Specified Tenant Leases. References herein to “applicable portions” of the Specified Tenant
Space (or words of similar import) shall be deemed to refer to the portion of the Specified Tenant Space demised pursuant to the
applicable Specified Tenant Lease(s) entered into after the date hereof in accordance with the applicable terms and conditions
hereof.


 


“SPE Component
Entity” shall have the meaning set forth in Section 5.1 hereof. For avoidance of doubt, on the Closing Date, Borrower
is an Acceptable LLC and therefore, no SPE Component Entity exists and, so long as Borrower continues to be an Acceptable LLC,
no SPE Component Entity is required.


 


“S&P”
shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.


 


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


 


“Strike Rate”
shall mean (i) with respect to the initial term of the Loan, four and one-quarter percent (4.25%) and (ii) with respect to each
Extension Period, a percentage rate equal to the percentage rate per annum which, when added to the LIBOR Spread, Alternate Rate
Spread, or Prime Rate Spread, as applicable, would yield a Debt Service Coverage Ratio of at least 1.10:1.00.


 


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


 






    	 	 - 29 -	 



     


    

 


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


 


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


 


“Tax Account”
shall have the meaning set forth in the Mortgage Loan Agreement.


 


“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.


 


“Testing Period”
shall mean, for purposes of calculating the Underwritable Cash Flow with respect to the Property, the trailing twelve (12) month
period ending as of the last day of the calendar month immediately preceding the date of calculation.


 


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


 


“Trigger Period”
shall have the meaning set forth in the Mortgage Loan Agreement.


 


“True Up Payment”
shall have the meaning set forth in the Mortgage Loan Agreement.


 


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


 


“UCC Title
Insurance Policy” shall mean, collectively, (i) with respect to the Collateral, a UCC title insurance policy in the form
reasonably acceptable to Lender issued with respect to the Collateral and insuring the lien of the Pledge Agreement encumbering
such Collateral and (ii) the Mezzanine Endorsement.


 


“Unaffiliated
Qualified Manager” shall mean a property manager of the Property that is not an Affiliate of Borrower and that (A) is
a reputable, nationally or regionally recognized management company having at least five (5) years’ experience in the management
of similar Class “A” office properties, (B) at the time of its engagement as property manager has under management
leasable square footage of the same property type as the Property located in major metropolitan markets in the United States equal
to or greater than 5,000,000 leasable square feet of office space (excluding the Property) and (C) is not the subject of a
bankruptcy or similar insolvency proceeding.


 


“Underwritable
Cash Flow” shall mean, as of any date of calculation, an amount calculated by Lender (subject in all cases to Lender’s
Cash Flow Adjustments) equal to:


 






    	 	 - 30 -	 



     


    

 


(i)          the
sum of (a) Net Rental Income for the Testing Period, and (b) Other Operating Income for the Testing Period, and (c) Pro Forma Rental
Income; less


 


(ii)         the
sum of (a) Operating Expenses for the Testing Period, (b) if not included in Operating Expenses in clause (a), the Management
Fee during the Testing Period, and (c) if and only if not included in Operating Expenses in clause (a), normalized capital
expenditures equal to $0.20 per square foot per annum.


 


Lender’s calculation
of Underwritable Cash Flow (including, without limitation, determination of items that do not qualify as Other Operating Income
or 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.


 


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


 


“Unfunded
Obligations Guaranty” shall have the meaning set forth in Section 9.2 hereof.


 


“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.


 


“Withholding
Agent” means any Borrower or Lender, as applicable.


 


“Wells Fargo”
shall mean Wells Fargo Bank, National Association, a national banking association, together with any parent or affiliate thereof
providing credit support or a guaranty under its lease (if any).


 


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


 


“Write-Down
and Conversion Powers” means, 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.


 






    	 	 - 31 -	 



     


    

 


(b)          With
respect to cross-references contained herein or in any other Loan Document to the Mortgage Loan Documents or to any Mortgage 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 Mortgage Loan Documents or such Mortgage Loan Document, as the case may be,
in existence as of the date hereof.


 


(c)          With
respect to cross-references contained herein or in any other Loan Document to the Mezzanine B Loan Documents or to any Mezzanine
B 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 B Loan Documents or such Mezzanine B Loan Document, as the
case may be, in existence as of the date hereof.


 


(d)          Notwithstanding
anything to the contrary contained herein, including references to the Mortgage Loan and Mezzanine B Loans or to capitalized terms
being defined in the Mortgage Loan Documents or Mezzanine B Loan Documents, nothing herein creates any obligation of Borrower with
respect to any of the Mortgage Loan Documents or Mezzanine B Loan Documents and Borrower has no obligations to comply with and
shall not be liable under any Mortgage Loan Document or Mezzanine B Loan Document, and nothing herein creates any obligation of
either Mortgage Borrower or Mezzanine B Borrower with respect to any of the Loan Documents and neither Mortgage Borrower nor Mezzanine
B Borrower has any obligation to comply with and shall not be liable under this Agreement or any Loan Document.


 


(e)          Notwithstanding
anything stated herein to the contrary, any provisions in this Agreement cross-referencing or incorporating by reference provisions
of the Mortgage Loan Documents shall be effective notwithstanding the termination of the Mortgage Loan Documents by payment in
full of the Mortgage Loan or otherwise.


 


(f)          To
the extent that any terms, provisions or definitions of any Mortgage Loan Documents that are incorporated herein by reference are
incorporated into the Mortgage Loan Documents by reference to any other document or instrument, such terms, provisions or definitions
that are incorporated herein by reference shall at all times be deemed to incorporate each such term, provision and definition
of the applicable other document or instrument as the same is set forth in such other document or instrument as of the Closing
Date, without regard to any amendments, restatements, replacements, supplements, waivers or other modifications to or of such other
document or instrument occurring after the Closing Date, unless Lender expressly agrees that such term, provision or definition
as appearing, incorporated into, or used in this Agreement have been revised.


 






    	 	 - 32 -	 



     


    

 


(g)          The
words “Borrower shall cause” or “Borrower shall not permit” (or words of similar meaning) shall mean “Borrower
shall cause Mortgage Borrower to” or “Borrower shall not cause or permit Mortgage Borrower to”, as the case may
be, to so act or not to so act, as applicable. Borrower and Lender hereby acknowledge and agree that, as to any clauses or provisions
contained in this Agreement or any of the other Loan Documents to the effect that (i) Borrower shall cause Mortgage Borrower act
or to refrain from acting in any manner or (ii) Borrower shall cause to occur or not to occur, or otherwise be obligated in any
manner with respect to, any matters pertaining to Mortgage Borrower, the Property or the Collateral, or (iii) other similar effect,
such clause or provision, in each case, is intended to mean, and shall be construed as meaning, that Borrower has undertaken to
act and is obligated to act only in its capacity as the sole member of Mortgage Borrower but not directly with respect to Mortgage
Borrower, the Collateral or the Property or in any other manner which would violate any of the covenants contained in Article
5 hereof or other similar covenants contained in Borrower’s organizational documents.


 


Article
2



GENERAL TERMS


 


Section
2.1          Loan Commitment; Disbursement to Borrower.
Except as expressly and specifically set forth herein, Lender has no obligation or other commitment to loan any funds to Borrower
or otherwise make disbursements to Borrower. Borrower hereby waives any right Borrower 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 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 the Loan shall be: (A) the LIBOR Rate with respect to the applicable Interest Accrual Period
for 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.


 






    	 	 - 33 -	 



     


    

 


(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 at the LIBOR Rate for the applicable Interest Accrual Period. Any change in the rate of interest hereunder due to a change
in the Interest Rate shall become effective as of the opening of business on the first day on which such change in the Interest
Rate shall become effective. Each determination by Lender of the Interest Rate shall be conclusive and binding upon Borrower for
all purposes, absent manifest error.


 


(iii)        Conversion
of Loan.


 


(A)         Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents, if Lender determines (which determination shall be conclusive
absent manifest error) that:


 


(i) adequate
and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because
LIBOR is not available or published on a current basis and such circumstances are unlikely to be temporary; or


 


(ii) the
supervisor for the administrator of LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made
a public statement identifying a specific date after which LIBOR shall no longer be made available, or used for determining the
interest rate of loans (such specific date, the “Scheduled Unavailability Date”),


 


then, after such
determination (such determination, an “Alternative Index Determination”) by the Lender (and provided that such
determination shall have also been made by Lender with respect to other similarly situated loans), the Lender and the Borrower
may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to
the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States
in lieu of LIBOR (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor
Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth (5th)
Business Day after such amendment has been agreed to by Borrower and Lender. If such amendment becomes effective as described in
the preceding sentence, the Loan shall be converted, as of the first day of the next Interest Accrual Period, to an Alternate Rate
Loan in accordance with the terms and provisions hereof; provided that the Loan shall be a Prime Rate Loan from the first day of
the Interest Accrual Period first occurring after the Alternate Index Determination until the conversion to an Alternate Rate Loan
on the first day of the next Interest Accrual Period after such amendment becomes effective. If no LIBOR Successor Rate has been
determined and the circumstances under clause (A)(i) above exist, the obligation of Lender to make or maintain a LIBOR Loan shall
be suspended.  The term “LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR
Successor Rate, any conforming changes to the definition of Alternate Rate Spread, Interest Accrual Period, Determination Date,
timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate,
in the discretion of the Lender, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof
by Lender in a manner substantially consistent with market practice (or, if Lender determines that adoption of any portion of such
market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate
exists, in such other manner of administration as Lender determines in consultation with the Borrower).


 






    	 	 - 34 -	 



     


    

 


(B)         In
the event that Lender shall have reasonably determined (which determination shall be conclusive and binding upon Borrower absent
manifest error) that the circumstances described in clause (A)(i) or (A)(ii) above exist and the Loan has not been converted to
an Alternate Rate Loan as provided in clause (A) above, then Lender shall, if such determination shall have also been made by Lender
with respect to other similarly situated loans, 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 Alternate Rate Loan
shall be converted, as of the first day of the next Interest Accrual Period, to a Prime Rate Loan.


 


(C)         If,
pursuant to the terms hereof of clause (A) above, the Loan has been converted to an Alternate Rate Loan but thereafter Lender shall
determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that Alternate Index is no
longer broadly accepted by the syndicated loan market in the United States in lieu of LIBOR, then Lender shall, if such determination
shall have also been made with respect to other similarly situated loans, forthwith give notice by telephone of such determination,
confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Accrual Period. If
such notice is given, the related outstanding Prime Rate Loan shall be converted to a LIBOR Loan on the last day of the then current
Interest Accrual Period.


 


(D)         If,
pursuant to the terms of clauses (B) or (C) above, the Loan has been converted to a Prime Rate Loan, but thereafter Lender shall
determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that LIBOR can again be ascertained
as provided in the respective definition thereof, Lender shall 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 Loan shall be converted,
as of the first day of the next Interest Accrual Period, to a LIBOR Loan.


 


(E)         If,
pursuant to the terms of clause (B) above, the Loan has been converted to a Prime Rate Loan, Lender and Borrower may thereafter
amend this Agreement to replace the Prime Rate with a LIBOR Successor Rate, together with any proposed LIBOR Successor Rate Conforming
Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth (5th) Business Day after
such amendment has been agreed to by Borrower and Lender. If such amendment becomes effective as described in the preceding sentence,
the Loan shall be converted, as of the first day of the next Interest Accrual Period, to an Alternate Rate Loan in accordance with
the terms and provisions hereof.


 






    	 	 - 35 -	 



     


    

 


(F)         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)(v)) 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)(v), 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)(v))
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 Lender
shall be conclusive absent manifest error. Each party’s obligations under this Section 2.5(b)(v) shall survive any
assignment of rights by, or the replacement of, Lender and the repayment, satisfaction or discharge of all obligations under any
Loan Document.


 


(v)         If
any Change in Law shall hereafter make it unlawful for Lender to make or maintain a LIBOR Loan as contemplated hereunder (A) the
obligation of 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 Lender shall be converted automatically 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 Lender for any reasonable out-of-pocket costs
incurred by Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees
payable by 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.


 






    	 	 - 36 -	 



     


    

 


(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 Lender which is not otherwise included in the determination of LIBOR hereunder;


 


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


 






    	 	 - 37 -	 



     


    

 


(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 an Alternate Rate Loan or Prime
Rate Loan, as applicable), including, without limitation, any such loss or expense arising from interest or fees payable by Lender
to lenders of funds obtained by it in order to maintain a LIBOR Loan (or an Alternate Rate Loan or Prime Rate Loan, as applicable)
hereunder, (B) any prepayment (whether voluntary or mandatory) of the LIBOR Loan (or an Alternate Rate Loan or Prime Rate
Loan, as applicable) on a day that is not the last day of an Interest Accrual Period, including, without limitation, such loss
or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Loan
(or an Alternate Rate Loan or Prime Rate Loan, as applicable) hereunder and (C) the conversion (for any reason whatsoever,
whether voluntary or involuntary) of the Interest Rate from the LIBOR Rate to the Alternate Rate or the Prime Rate with respect
to any portion of the outstanding principal amount of the Loan then bearing interest at the LIBOR Rate on a date other than the
last day of an Interest Accrual Period, including, without limitation, such loss or expenses arising from interest or fees payable
by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder (the amounts referred to in clauses
(A), (B) and (C) 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 Indemnified 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, as applicable, 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 Subsection 2.5(b), including, if
requested by Borrower, a transfer or assignment of the Loan to a branch, office or affiliate of 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 Lender that are not reimbursed by Borrower and (B) would not be disadvantageous in any other
material respect to Lender as determined by Lender in its sole discretion. Borrower hereby agrees to pay all reasonable out-of-pocket
costs and expenses incurred by 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.


 






    	 	 - 38 -	 



     


    

 


(x)          Tax
Forms.


 


(A)         Lender
(if Lender 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, 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 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 Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position
of Lender.


 


(B)         Lender
(if Lender is a U.S. Person) shall deliver to Borrower from time to time upon the reasonable request of Borrower, executed originals
of IRS Form W-9 certifying that Lender is exempt from U.S. federal backup withholding tax.


 


(C)         Lender
(if Lender is a 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 the recipient) from time to time 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, as applicable executed originals of IRS Form W-8BEN or W-8BEN-E;


 


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


 






    	 	 - 39 -	 



     


    

 


(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 substantially 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 any 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 Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals 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 originals 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 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;


 


Lender (if
Lender is a 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 the recipient) from time to time upon the reasonable request of Borrower, 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 Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if 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), 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 their obligations under FATCA and to determine that Lender has complied with 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.


 


(E)         Lender
shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire
or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to Borrower and (y)
obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested
by Borrower upon reasonable prior notice.


 






    	 	 - 40 -	 



     


    

 


(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.


 


(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.


 


(d)          Interest
Calculation. Interest on the Outstanding Principal Balance 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. 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.


 






    	 	 - 41 -	 



     


    

 


(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. 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. Each payment shall be applied first to accrued
and unpaid interest and the balance to principal.


 


(b)          Reserved.


 


(c)          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 Pledge Agreement and the other Loan Documents (and after a Securitization, including, without
limitation, the Interest Shortfall).


 






    	 	 - 42 -	 



     


    

 


(d)          If
any principal, interest or any other sum due under the Loan Documents, other than the payment of principal due on the Maturity
Date, 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 five percent (5%) of such unpaid sum or the maximum amount permitted by applicable law 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 Pledge Agreement and the other Loan Documents.


 


(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)         Intentionally
Omitted.


 


(iii)        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.


 


(iv)        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)          In
the event Borrower is required to pay 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 Lender shall (at the request of
Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of 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 Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by Lender in connection with
any such designation or assignment.


 


Section
2.7           Prepayments.


 






    	 	 - 43 -	 



     


    

 


(a)          Voluntary
Prepayment. 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, the Prepayment Premium (if applicable)
and the applicable Interest Shortfall. Lender shall not be obligated to accept any prepayment unless it is accompanied by payment
of the Breakage Costs, the Prepayment Premium (if applicable) and the applicable Interest Shortfall 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 Lender, 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), (i) a simultaneous pro-rata prepayment of the Mezzanine B Loan shall be made and Borrower
shall provide Lender evidence reasonably satisfactory to Lender of such prepayment of the Mezzanine B Loan and (ii) a simultaneous
pro-rata prepayment of the Mortgage Loan shall be made and Borrower shall provide Lender evidence reasonably satisfactory to Lender
of such prepayment of the Mortgage Loan.


 


(b)          Mandatory
Prepayment. In the event of (i) any Casualty to all or any portion of the Property, (ii) any Condemnation of all or any portion
of the Property, (iii) a transfer of the Property in connection with the enforcement of remedies under the Mortgage Loan Documents
after the occurrence of a Mortgage Loan Event of Default, including, without limitation, a foreclosure sale or public auction,
or any Sale or Pledge of all or any portion of the Property that is prohibited by this Agreement, (iv) any refinancing of the Property
or the Mortgage Loan or any payoff of the Mortgage Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized
under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect
(each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service
to be remitted to Lender (or as directed by Lender) directly (or, if such direct remittance is not commercially practicable, paid
to Lender (or as directed by Lender) promptly, but in no event later than within two (2) Business Days after receipt thereof).
On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, and if Lender does
not make such Net Liquidation Proceeds After Debt Service available to Borrower for Restoration in accordance with the terms of
this Agreement, Borrower shall apply any such Net Liquidation Proceeds After Debt Service actually received by Borrower or Lender
to prepay the outstanding principal balance of the Loan in an amount equal to one hundred percent (100%) of such Net Liquidation
Proceeds After Debt Service (with s portion thereof being applied to any applicable Interest Shortfall). Any amounts of Net Liquidation
Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Once Borrower has knowledge that a Liquidation Event
has occurred, Borrower shall, or shall cause Mortgage Borrower to, promptly deliver written notice of such Liquidation Event to
Lender. Borrower shall be deemed to have knowledge of (i)(x) a sale (other than a foreclosure sale) of all or any portion of the
Property on the date on which a contract of sale for such sale is entered into and (y) a foreclosure sale on the date notice of
such foreclosure sale is given and (ii) a refinancing of all or any portion of the Property, on the date on which a commitment
for such refinancing has been entered into. The provisions of this Section 2.7(b) shall not be construed to contravene in
any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan or the Sale or Pledge of the Property
set forth in this Agreement, the other Loan Documents and the Mortgage Loan Documents.


 






    	 	 - 44 -	 



     


    

 


(c)          Prepayments
After Default. 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 set forth in Section
10.2(g) hereof or as Lender shall otherwise determine in their sole discretion.


 


(d)          Prepayment
of Mortgage Loan and Mezzanine B Loan. Notwithstanding anything to the contrary contained herein or in any of the other Loan
Documents, in no event shall Borrower cause or permit the Mortgage Borrower to (i) voluntarily prepay the Mortgage Loan unless
the Debt is contemporaneously prepaid ratably in accordance with the applicable terms and conditions of this Agreement or (ii)
refinance the Mortgage Loan, unless it obtains the prior written consent of Lender, which consent may be granted or withheld in
its sole and absolute discretion, provided that Lender’s consent shall not be required if the Loan shall be simultaneously
refinanced or simultaneously repaid in full in accordance with the Loan Documents. Notwithstanding anything to the contrary contained
herein or in any of the other Loan Documents, in no event shall the Mezzanine B Loan be voluntarily prepaid unless the Debt is
contemporaneously prepaid ratably in accordance with the applicable terms and conditions of this Agreement. Any prepayment of the
Mortgage Loan or the Mezzanine B Loan other than in accordance with the provisions of this Section 2.7(d) shall, at Lender’s
option, constitute an Event of Default.


 


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,
and (iv) shall at all times have a notional amount equal to or greater than the Outstanding Principal Balance and shall at all
times provide for the applicable LIBOR strike rate to be equal to the Strike Rate. Borrower shall direct such Counterparty to deposit
directly into an account designated by Lender in writing 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 Collateral is transferred
by foreclosure or assignment 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 require that payments be deposited
directly into an account designated by Lender in writing).


 






    	 	 - 45 -	 



     


    

 


(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
an account designated by Lender in writing. Borrower shall take all actions reasonably requested by Lender to 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 (other than a Counterparty that is an
Affiliate of Lender) by any Rating Agency below the Minimum Counterparty Rating, Borrower shall (i) 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 or (ii) if provided for in such Interest Rate Cap Agreement, cause the Counterparty to deliver collateral to
secure Borrower’s exposure under the Interest Rate Cap Agreement in such amount and pursuant to such terms as are reasonably
acceptable to Lender.


 


(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) a long term rating of “A-” by S&P or (B) a long term
rating of “A3” by Moody’s, the Counterparty must, within ten (10) business days, (x) post collateral on terms
acceptable to each Rating Agency, Lender and Borrower, (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) deliver collateral as specified in the applicable Interest Rate Cap Agreement,
(ii) find a replacement Counterparty or (iii) 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.


 






    	 	 - 46 -	 



     


    

 


(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 (other than a Counterparty that is an Affiliate of Lender) which shall provide, in relevant
part, that:


 


(i)          the
Counterparty 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;


 


(ii)         the
execution and delivery of the Interest Rate Cap Agreement by the Counterparty, and any other agreement which the Counterparty 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 other agreement which the Counterparty 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 has executed and delivered pursuant thereto, has been
duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Counterparty, enforceable
against the Counterparty 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, 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


 






    	 	 - 47 -	 



     


    

 


(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.


 


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 (for the avoidance
of doubt, taking into account any applicable Extension Option being exercised at such time);


 


(B)         the
notional amount of the Substitute Interest Rate Cap Agreement shall initially 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)         it
provides to Lender and Borrower (as determined by Lender in its sole but good faith discretion), for the term of the Substitute
Interest Rate Cap Agreement, a hedge against rising interest rates that is no less beneficial to Borrower and Lender than (I) in
the case of clause (g)(i) above, that which was provided by the Interest Rate Cap Agreement being replaced by the Substitute
Interest Rate Cap Agreement and (II) in the case of clause (g)(ii) above, that which was intended to be provided by the
Interest Rate Cap Agreement that, but for the operation of this Section 2.8(g), would have been required to have been delivered
by Borrower pursuant to Section 2.9(c) below as a condition to the requested Extension Period; 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
Option”) of one (1) year each (each, an “Extension Period”) to (i) October 9, 2021 if the first Extension
Option is exercised, (ii) October 9, 2022 if the second Extension Option is exercised, and (iii) October 9, 2023 if the third Extension
Option is exercised (each such date, the “Extended Maturity Date”) upon satisfaction of the following terms
and conditions:


 






    	 	 - 48 -	 



     


    

 


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


 


(b)          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 thirty (30) days prior to the applicable Maturity Date; provided, however, that Borrower shall be permitted
to revoke such notice at any time up to thirty (30) 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;


 


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


 


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


 


(e)          in
connection with the third Extension Option, the Borrower shall have paid to Lender on the date the third Extension Period is commenced
an extension fee in an amount equal to one quarter of one percent (0.25%) of the Outstanding Principal Balance;


 


(f)          in
connection with the third Extension Option, Lender shall have determined that the lien free completion of the Permitted Alterations
in accordance with Section 4.21 hereof and Section 4.21 of the Mortgage Loan Agreement, to the extent such construction
previously commenced, shall have occurred (subject to any extension due to Force Majeure) prior to the date that the third Extension
Period is commenced;


 


(g)          [intentionally
omitted]; and


 


(h)          Borrower
shall have delivered to Lender evidence that each of the Mortgage Loan and the Mezzanine B 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         Partial Release.


 


Provided no Event of
Default shall have occurred and be continuing (other than a non-monetary Event of Default that affects or is otherwise related
solely to the Atrium Parcel and which Event of Default will no longer continue to exist upon such release of the Atrium Parcel),
Borrower shall have the right at any time prior to the Maturity Date permit Mortgage Borrower to obtain the release (the “Partial
Release”) of the Atrium Parcel from the lien of the Security Instrument thereon (and related Mortgage Loan Documents),
upon the satisfaction of each of the following conditions precedent:


 






    	 	 - 49 -	 



     


    

 


(i)          Lender
shall have received at least fifteen (15) Business Days (or a shorter period of time if permitted by Lender in its sole discretion)
prior written notice requesting the release of the Atrium Parcel;


 


(ii)         Borrower
shall, in accordance with the provisions of Section 2.7(a) above, prepay the Loan in an amount equal to the Release Price
(including, without limitation, any Prepayment Premium applicable thereto);


 


(iii)        Borrower
shall provide all other documentation in connection with such release as may be reasonably requested by Lender, together with an
Officer’s Certificate certifying that such documentation is in compliance with all applicable Legal Requirements;


 


(iv)        Borrower
shall have delivered evidence that would be reasonably satisfactory to Lender that, immediately after giving effect to the release
of the Atrium Parcel, the portion of the Property remaining encumbered by the Security Instrument (the “Remaining Property”)
shall (A) not, as a result of such release, fail to comply in all material respects with all applicable Legal Requirements, including,
without limitation, all applicable zoning and building laws, rules, ordinances and regulations, (B) be legally subdivided and (C)
constitute one or more separate tax lots; provided, however, notwithstanding the foregoing or anything to the contrary in this
Agreement, Lender shall be deemed to have approved the requirements of this subclause (iv) if Mortgage Lender approves the requirements
set forth in Section 2.10(iv) of the Mortgage Loan Agreement;


 


(v)         Borrower
shall have delivered evidence reasonably satisfactory to Lender that Mortgage Borrower has entered into a reciprocal easement agreement
(in form and substance reasonably satisfactory to Lender) with the owner of the Atrium Parcel (the “Atrium REA”),
which Atrium REA shall provide for easements, cross-easements and mutual or non-exclusive easements for ingress, egress, access,
pedestrian walkways, parking, traffic flow, drainage, utilities and services shared by the Atrium Parcel and the Remaining Property,
in each case, as deemed reasonably necessary by Lender; provided that Lender shall reasonably approve the Atrium REA upon satisfaction
of certain conditions to be mutually agreed upon by Lender and Borrower in good faith.


 


(vi)        Borrower
shall provide Lender with an endorsement (to the extent such endorsement is available under the applicable Legal Requirements)
to the Owner’s Title Policy relating to the Remaining Property that adds easements benefitting the Remaining Property created
in connection with the release of the Atrium Parcel (including any easements granted under Section 2.10(v) above) to the
description of the insured estate (which endorsement shall be issued by the title insurance company that issued the Title Insurance
Policy). Borrower shall cause Mortgage Borrower to provide Mortgage Lender with an endorsement (to the extent such endorsement
is available under the applicable Legal Requirements) to the Title Insurance Policy relating to the Remaining Property (which endorsement
shall be issued by the title insurance company that issued the Title Insurance Policy): (i) confirming, in each case as of the
effective date of the release of the Atrium Parcel, no change in the priority of the Security Instrument on the Remaining Property
and insuring that there are no liens, mortgages, deeds of trust or other security instruments, as the case may be, not otherwise
permitted by the Loan Documents, encumbering the Remaining Property, (ii) if not already part of the insured estate in the Title
Insurance Policy (and such estate is not being released), insuring Lender’s interest in any easements benefitting the Remaining
Property created in connection with the release of the Atrium Parcel (including any easements granted under Section 2.10(v)
above), (iii) [reserved], and (iv) insuring that the balance of the Remaining Property (excluding the Atrium Parcel) constitutes
separate tax lots and has been legally subdivided;


 






    	 	 - 50 -	 



     


    

 


(vii)      Borrower
shall have delivered to Lender evidence that would be reasonably satisfactory to Lender that the release of the Atrium Parcel will
not violate any term or provision of any Lease in effect at the Remaining Property at the time of the release of the Atrium Parcel,
which evidence may take the form of a certification from Borrower contained in the Officer’s Certificate referenced in Section
2.10(xiii) below;


 


(viii)     To
the extent such survey is not delivered in connection with the closing of the Loan, Borrower shall have delivered, or caused to
be delivered, a survey of the Atrium Parcel and the Remaining Property, which survey shall include a legal description of the Atrium
Parcel and the Remaining Property and shall otherwise be in such form as would be reasonably satisfactory to Lender; provided,
however, notwithstanding the foregoing or anything to the contrary in this Agreement, Lender shall be deemed to have approved the
survey required to be delivered under this subclause (viii) if (a) Mortgage Lender approves such survey pursuant to Section
2.10(viii) of the Mortgage Loan Agreement and (b) such survey is certified to Lender;


 


(ix)        Intentionally
omitted;


 


(x)         As
of the date of consummation of the Partial Release, after giving effect to the release of the Atrium Parcel from the lien of the
Security Instrument, the LTV with respect to the remaining Property shall be no greater than the LTV as of the Closing Date (i.e.,
74.627%);


 


(xi)        Borrower
shall have (or shall have caused to be) paid or reimbursed Lender for all out-of-pocket costs and expenses incurred by Lender (including,
without limitation, reasonable attorneys’ fees and disbursements) in connection with the release of the Atrium Parcel. Borrower
shall pay all recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles
taxes and documentary stamp taxes) payable in connection with the release of the Atrium Parcel. Borrower shall have paid all costs
and expenses of the Rating Agencies incurred in connection with the release of the Atrium Parcel;


 


(xii)       Intentionally
omitted;


 


(xiii)      Intentionally
omitted;


 


(xiv)      Borrower
shall deliver (and shall causes Mortgage Borrower to deliver) all other documents and items as Lender may reasonably request and
execute such documents and instruments as are typical for transactions similar to such release of the Atrium Parcel;


 


(xv)       All
conditions precedent to the Partial Release set forth in Section 2.10 of the Mortgage Loan Agreement have been complied
with by Mortgage Borrower and Borrower shall have delivered, or cause to be delivered, to Lender evidence thereof. All conditions
precedent to the Partial Release set forth in Section 2.10 of the Mezzanine B Loan Agreement have been complied with by
Mezzanine B Borrower and Borrower shall have delivered, or cause to be delivered, to Lender evidence thereof; and


 






    	 	 - 51 -	 



     


    

 


(xvi)      Borrower
shall deliver an Officer’s Certificate certifying that all requirements set forth in this Section 2.10 have been satisfied.


 


Lender shall, if requested
by Borrower, confirm to Mortgage Lender and Mezzanine B Lender (which confirmation can be delivered via email) whether the conditions
to the Partial Release set forth in this Section 2.10 have been satisfied (or waived).


 


Article
3



REPRESENTATIONS AND WARRANTIES


 


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


 


Section
3.1           Legal Status and Authority. Borrower (a)
is duly organized, validly existing and in good standing under the laws of its state of formation; (b) is duly qualified to transact
business and is in good standing in the State; and (c) has all necessary approvals, governmental and otherwise, and full power
and authority to own the Collateral. Borrower has full power, authority and legal right to mortgage, grant, bargain, sell, pledge,
assign, warrant, transfer and convey the Collateral pursuant to the terms hereof and to keep and observe all of the terms of this
Agreement, the Note, the Pledge Agreement and the other Loan Documents on Borrower’s part to be performed.


 


Section
3.2           Validity of Documents.


 


(a)          (1)
The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement and the other Loan Documents 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 such parties; (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 own the Collateral, any applicable
organizational documents of the Borrower, or any applicable material indenture, agreement or other instrument binding upon Borrower
or the Collateral; (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 Uniform Commercial Code filings
relating to the security interest created hereby), (2) this Agreement, the Note, the Pledge Agreement and the other Loan Documents
have been duly executed and delivered by Borrower and (3) this Agreement, the Note, the Pledge Agreement and the other Loan Documents
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)).


 






    	 	 - 52 -	 



     


    

 


(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.


 


Section
3.3           Litigation. Except as set forth on Schedule
VII, 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, Mortgage
Borrower, the Collateral, the Property, or any portion thereof, which, if adversely determined, is reasonably expected to result
in a Material Adverse Effect. Except as set forth on Schedule VII, there is no Litigation pending or threatened in writing
or, to any Borrower’s knowledge, contemplated against or affecting the Guarantor or any Affiliated Manager which, if adversely
determined, is reasonably expected to result in a Material Adverse Effect.


 


Section
3.4           Agreements. Neither Borrower nor Mortgage
Borrower is a party to any agreement or instrument or subject to any restriction that is reasonably likely to cause a Material
Adverse Effect. Neither Borrower nor Mortgage Borrower is 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, Mortgage Borrower, the Collateral or the Property is bound which would result in a Material Adverse Effect.
Except as set forth on Schedule VII or in the financial statements of Borrower previously delivered to Lender in connection
with the closing of the Loan, neither Borrower nor Mortgage Borrower has any material financial obligations under any agreement
or instrument to which Borrower or Mortgage Borrower, as applicable, is a party or by which Borrower, Mortgage Borrower, the Collateral
or the Property is otherwise bound, other than (a) obligations incurred in the ordinary course of ownership of the Collateral by
Borrower or the operation of the Property (including any obligations under Leases) by Mortgage Borrower and (b) obligations of
Borrower under this Agreement, the Pledge Agreement, the Note and the other Loan Documents and obligations of Mortgage Borrower
under the Mortgage Loan Agreement, the Security Instrument, the Mortgage Note and the other Mortgage Loan Documents. There is no
agreement or instrument to which Borrower is a party or by which Borrower is bound that would require the subordination in right
of payment of any of Borrower’s obligations hereunder or under the Note to an obligation owed to another party.


 






    	 	 - 53 -	 



     


    

 


Section
3.5           Financial Condition.


 


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


 


(b)          In
the last ten (10) years, no (i) petition in bankruptcy has been filed by or against any Borrower Party (other than Mortgage Borrower)
and (ii) no Borrower Party (other than Mortgage Borrower) has ever made any general assignment for the benefit of creditors or
taken advantage of any Creditors Rights Laws. Since the Brookfield Acquisition Date and, to Borrower’s knowledge, in the
last ten (10) years, no (i) petition in bankruptcy has been filed by or against Mortgage Borrower and (ii) Mortgage Borrower has
never 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 Mezzanine B Loan Documents.


 


Section
3.6           Collateral. Borrower is the record and beneficial
owner of, and has good title to, the Collateral pledged by such Borrower under the Pledge Agreement free and clear of all Liens
whatsoever except such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents.
The Collateral is not and will not be subject to any contractual restriction upon the transfer thereof (except for any such restriction
contained in the Pledge Agreement and this Agreement). The Liens permitted pursuant to the Loan Documents in the aggregate do not
materially and adversely affect the value or use of the Collateral. The Pledge Agreement, together with the delivery of the any
certificate evidencing the Pledged Company Interests (as such term is defined in the Pledge Agreement) and the applicable UCC Financing
Statement relating to the Collateral, when properly filed in the appropriate records and/or delivered to Lender (as applicable),
will create (a) a valid, perfected first-priority security interest in the Collateral. No creditor of Borrower other than Lender
has in its possession any certificates or other documents that constitute or evidence the Collateral or the possession of which
would be required to perfect a security interest in the Collateral. The Pledged Interests have been duly authorized and validly
issued and are not subject to any options to purchase or similar rights of any Person. Upon the Collateral being transferred by
foreclosure or assignment in lieu thereof, the Lender will succeed to all of the rights, titles and interest of Borrower in Mortgage
Borrower without the consent of any other Person and will, without the consent of any other Person, be admitted as the sole member
in the Mortgage Borrower.


 






    	 	 - 54 -	 



     


    

 


Section
3.7           No Plan Assets. As of the date hereof and
until the Debt is repaid in accordance with the applicable terms and conditions hereof, (a) Borrower is not and will not be an
“employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, (b) Borrower is not and
will not be a “governmental plan” within the meaning of Section 3(32) of ERISA, (c) transactions by or with Borrower
hereunder or under the other Loan Documents are not and will not be 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 constitutes or will constitute
“plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section
3(42) of ERISA. As of the date hereof, neither Borrower, nor any member of a “controlled group of corporations” (within
the meaning of Section 414 of the IRS Code), maintains, sponsors or contributes to a “defined benefit plan” (within
the meaning of Section 3(35) of ERISA) or a “multiemployer pension plan” (within the meaning of Section 3(37)(A)
of ERISA).


 


Section
3.8           Not a Foreign Person. Borrower is not a
“foreign person” within the meaning of § 1445(f)(3) of the IRS Code.


 


Section
3.9           Other Indebtedness. Borrower has no material
financial obligation (contingent or otherwise) under any indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which Borrower is a party or by which Borrower or the Collateral is otherwise bound, other than the obligations
under the Loan Documents.


 


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         Borrower’s Principal Place of Business. Borrower’s
principal place of business and its chief executive office as of the date hereof is 250 Vesey Street, New York, New York 10281.
Borrower’s mailing address, as set forth in the opening paragraph hereof or as changed in accordance with the provisions
hereof, is true and correct. Borrower’s organizational identification number, if any, assigned by the state of its incorporation
or organization is 4317137. Borrower’s federal tax identification number is 20-8640400. Borrower is not subject to back-up
withholding taxes.


 


Section
3.12         Status of Property.


 


(a)          Except
as otherwise set forth in the zoning report delivered to Lender in connection with the closing of the Loan, to Borrower’s
knowledge, Mortgage Borrower has obtained all material Permits, all of which are in full force and effect as of the date hereof
and not subject to revocation, suspension, forfeiture or modification.


 


(b)          Except
as set forth on Schedule VII, the Property and the present and contemplated use and occupancy thereof are, to Borrower’s
knowledge, in compliance in all material respects with all applicable zoning ordinances, building codes, land use laws, Environmental
Laws and other similar Legal Requirements.


 






    	 	 - 55 -	 



     


    

 


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


 


(d)          To
Borrower’s knowledge, all public roads and streets necessary for service of and access to the Property for the current use
thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. The Property
has either direct access to such public roads or streets or access to such public roads or streets by virtue of a perpetual easement
or similar agreement inuring in favor of Mortgage 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, to Borrower’s knowledge, 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; to Borrower’s
knowledge, there exist no structural or latent defects or damages in the Property, and neither Mortgage Borrower nor Borrower has
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)          To
Borrower’s knowledge, all material costs and material expenses of any and all labor, materials, supplies and equipment due
and payable (other than expenses due and payable in the ordinary course of Mortgage Borrower’s current monthly payment cycle)
in the construction of the Improvements have been paid in full. To Borrower’s knowledge, there are no mechanics’ or
similar liens or claims which have been filed for work, labor or material (and, to Borrower’s knowledge, 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.


 


(h)          Mortgage
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 the Mortgage Loan
Agreement, the Mortgage Note, the Security Instrument and the other Mortgage Loan Documents and other security interests, liens
and encumbrances permitted pursuant to the Mortgage Loan Agreement.


 






    	 	 - 56 -	 



     


    

 


(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 Surveys, 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, to Borrower’s knowledge, there are no pending or 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)          Neither
Mortgage Borrower nor Borrower has (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 Mortgage
Borrower’s current monthly payment cycle, (2) will be paid in the ordinary course of Mortgage Borrower’s current monthly
payment cycle and (3) if unpaid, would not and could not result in Material Adverse Effect. To Borrower’s knowledge, there
is no such construction, repairs, alterations or improvements ongoing at the Property as of the Closing Date. To Borrower’s
knowledge, 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)          Neither
Borrower nor Mortgage Borrower has any direct employees. All other personnel employed at or in connection with the Property are
the direct employees of Manager or its Affiliates.


 


Section
3.13         Financial Information. All financial data in respect
to Borrower, Mortgage Borrower, Guarantor, the Collateral and/or the Property, including, without limitation, the balance sheets,
statements of cash flow, statements of income and operating expense, occupancy statistics reports and rent rolls, that have been
delivered to Lender by Borrower, Mortgage Borrower or Guarantor or any Affiliate of Borrower, Mortgage 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, Mortgage Borrower, Guarantor, the Collateral 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. Neither Mortgage Borrower nor
Borrower has any 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 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, Mortgage Borrower or Guarantor from that set forth
in said financial statements.


 






    	 	 - 57 -	 



     


    

 


Section
3.14        Condemnation. No Condemnation or other proceeding has
been commenced or, to Borrower’s best knowledge, is threatened in writing or, to Borrower’s knowledge, 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 exclusively as
an office building with ancillary retail use and related parking, as set forth on the applicable Rent Roll.


 


Section
3.18         Leases and Rent Roll. 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”),
in the “unpaid charge” (i.e. ageing reports) and in the operating statements and management summaries delivered to
Lender in connection with the closing of the Loan, or in the Tenant estoppel certificates delivered by Tenants to Mortgage Lender
in connection with the closing of the Loan or as disclosed in Schedule VII, (a) Mortgage Borrower is the sole owner of the
entire lessor’s interest in the Leases; (b) the Leases to which Mortgage 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
of the Leases to which Mortgage Borrower is a party are arms-length agreements with third parties not Controlled by Borrower; (d)
neither Mortgagee Borrower nor, to Borrower’s knowledge, any other party under any Lease to which Mortgage Borrower is a
party is in monetary or material non-monetary default; (e) all Rents due have been paid in full and no Tenant is in arrears in
its payment of Rent; (f) there are no subleases at the Property with any Affiliate of Borrower; (g) none of the Rents reserved
in the Leases to which Mortgage 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) the premises demised under the Leases have been completed (to the extent Mortgage
Borrower, as landlord, is required to complete the same), all improvements, repairs, alterations or other work required to be furnished
on the part of Mortgage Borrower under the Leases have been completed, the Tenants under the Leases have accepted the premises
demised thereunder and have taken possession of the same on a rent-paying basis and any payments, credits or abatements
required to be given by Mortgage Borrower to the Tenants under the Leases have been made in full; (j) there exist no offsets or
defenses to the payment of any portion of the Rents and Mortgage Borrower has no outstanding monetary obligation to any Tenant
under any Lease; (k) neither Mortgage Borrower nor Borrower has received any notice from any Tenant challenging the validity or
enforceability of any Lease; (l) the copies of the Leases provided to Lender are true, correct and complete copies of such Leases;
(m) the Leases are valid and enforceable against Mortgage Borrower and the Tenants set forth therein; (n) no Lease contains an
option to purchase, right of first refusal to purchase, right of first refusal to lease additional space at the Property, or any
other similar provision; (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 Mortgage Borrower; (q) 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; (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) no event has occurred giving any
Tenant the right to cease operations at its leased premises (i.e., “go dark”), terminate its Lease or pay reduced or
alternative Rent to Mortgage Borrower under any of the terms of such Lease, such as a co-tenancy provision. Prior to the Closing
Date, Mortgage Borrower has requested Tenant estoppel certificates from each Tenant. Borrower has made available (or caused to
be made available) to Lender true and correct copies of all Leases in effect with respect to the Property that have been requested
by Lender (if any).


 






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Section
3.19         Filing and Recording Taxes. All mortgage, mortgage
recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently
in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of (i)
this Agreement, the Pledge Agreement, the Note and the other Loan Documents and (ii) the Mortgage Loan Agreement, the Security
Instrument, the Mortgage Note and the other Mortgage Loan Documents, have been paid or will be paid, and, to Borrower’s knowledge,
under current Legal Requirements, the Pledge Agreement 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 is no material default thereunder by any party thereto and, to Borrower’s knowledge, no event
has occurred that, with the passage of time and/or the giving of notice would constitute a material default thereunder. 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 or the Collateral, to Borrower’s knowledge, 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.


 






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(b)          To
Borrower’s knowledge, there has not been and shall never be committed by Mortgage Borrower, 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 Pledge Agreement or the other Loan Documents. 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. Each of Mortgage Borrower and 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 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. To Borrower’s knowledge, there is no basis
for 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       Non-Consolidation Opinion Assumptions. All of the factual
assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto and/or certificates
delivered in connection therewith, are true, complete and correct in all material respects.


 


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 Pledge Agreement, the Note or the other Loan Documents.


 


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 (a) has not entered
into the Loan or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) received reasonably
equivalent value in exchange for its obligations under the 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, 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, 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
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).


 






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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 Lender 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.


 


Section
3.30         Patriot Act and OFAC Regulations. Borrower hereby represents
and warrants that neither Borrower, SPE Component Entity or Guarantor and, to Borrower’s knowledge, any owner of ten percent
(10%) or more of the direct and 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) has failed to operate 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) is 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) is the subject of Sanctions, including those listed
on OFAC’s Specially Designated National or Blocked Persons List or on any other Sanctions related list and those owned or
controlled by or acting for or on behalf of such Person; (vi) is 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) is owned or controlled by or acting 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 Person Controlling any Borrower Party, or
any owner of ten percent (10%) or more of the direct or indirect interest in Borrower has become 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 or any other party to any
Loan Document (other than Lender or any third party that signs a collateral assignment or a subordination agreement) becomes the
subject of Sanctions or is indicted, arraigned or custodially detained on charges involving Sanctions, money laundering or predicate
crimes to money laundering. 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.


 






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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. Neither Mortgage Borrower nor
Borrower is 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         No Contractual Obligations. As of the date of this
Agreement, other than (i) the Loan Documents, (ii) the organizational documents of Borrower and the organizational documents of
Mortgage Borrower (including, without limitation, the Mortgage Borrower Operating Agreement) and/or (iii) agreements to provide
for independent manager services similar to the services provided by Corporation Service Company as of the Closing Date, Borrower
is not bound by any agreement, instrument or undertaking and has no outstanding Indebtedness (other than the Debt). Mortgage Borrower
has not entered into, or is bound by, any Material Agreement which continues in existence as of the Closing Date, except those
previously disclosed in writing to Lender.


 


Section
3.34         Property Documents. With respect to each Property Document,
Borrower hereby represents that (a) to Borrower’s knowledge, each such Property Document 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) to Borrower’s knowledge, there are no material defaults under such Property Document
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 Property Document which would have a Material Adverse Effect,
(c) all common charges, rents, additional rents and other sums due and payable by Mortgage Borrower under such Property Documents
have been paid in full, except as is being contested in good faith in accordance with (and subject to the terms and conditions
of) Section 4.2(d) hereof, (d) to Borrower’s knowledge, no party to any Property Document has commenced any action
or given or received any notice for the purpose of terminating (or contemplating the termination of) such Property Document and
(e) the representations made by Borrower or, to Borrower’s knowledge, by any other party in any estoppel or similar document
delivered with respect to any Property Document in connection with the Loan are true, complete and correct and are hereby incorporated
by reference as if fully set forth herein.


 






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Section
3.35         No Change in Facts or Circumstances; Disclosure.


 


All information submitted
by Mortgage Borrower, Borrower or Guarantor or any Affiliate of Borrower or Guarantor or, to Borrower’s knowledge, by any
other Person to Lender and in all financial statements, occupancy statistics reports, 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 Mortgage
Borrower, Borrower and/or Guarantor in this Agreement or in the other Loan Documents or the Mortgage Loan Documents, are accurate,
complete and correct in all material respects (as each may have been or may be updated or supplemented in writing through the Closing
Date). To Borrower’s knowledge, 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.


 


Section
3.36         Mortgage Loan Representations and Warranties. All of
the representations and warranties contained in the Mortgage Loan Documents are (i) true and correct in all material respects as
of the date hereof and (ii) hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall
remain incorporated without regard to any waiver, amendment or other modification thereof by Mortgage Lender or to whether the
related Mortgage Loan Document has been repaid or otherwise terminated, unless otherwise consented to in writing by Lender.


 


Section
3.37         Affiliates. Borrower does not have any subsidiaries
except Mortgage Borrower.


 






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Article
4



BORROWER COVENANTS


 


From the date hereof
and until payment and performance in full of all obligations of Borrower under this Agreement, the Pledge Agreement, the Note and
the other Loan Documents or the earlier release of the lien of the Pledge Agreement (and all related obligations) in accordance
with the terms of this Agreement, the Pledge Agreement, the Note and the other Loan Documents, Borrower hereby covenants and agrees
with Lender that (a) in each instance where the covenant relates to Borrower, as to itself, (b) in each instance where the covenant
relates to Mortgage Borrower, in Borrower’s capacity as the sole member of Mortgage Borrower, and (c) in each instance where
the performance or obligation relates to the Property, in Borrower’s capacity as the sole member of Mortgage Borrower:


 


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 of Delaware and
(c) its franchises and trade names, if any. Borrower will cause Mortgage Borrower to 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, shall cause Mortgage Borrower to promptly comply in all material respects and shall cause the Property and
the Collateral to comply in all material respects with all Legal Requirements applicable to the Property and/or the Collateral
or the use thereof (which such covenant shall be deemed to (i) include Environmental Laws and (ii) require Mortgage Borrower and
Borrower to keep all material Permits in full force and effect), unless (other than as expressly set forth in this Agreement or
the other Loan Documents regarding Environmental Laws, in which case Borrower shall comply, shall cause Mortgage Borrower to comply
and cause the Property to comply in all material respects) 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 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
each of Mortgage Borrower, the Collateral and the Property complies 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 Mortgage Borrower or Borrower of any notice alleging a violation of any Legal
Requirements applicable to the Property and/or the Collateral, the result of which would be reasonably likely to cause a Material
Adverse Effect, and of the commencement of any proceedings or investigations which relate to compliance with Legal Requirements.


 






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(d)          Borrower,
at its own expense, may (or Borrower may permit Mortgage Borrower to) 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 Mortgage Borrower, Borrower, the Collateral or the Property or any alleged violation of any Legal Requirement, or any alleged
violation of a Property Document, 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 Mortgage Borrower
or 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 the Collateral (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 and/or the Pledge Agreement being primed by any lien arising from any such alleged violation; (iv)
Borrower shall (or shall cause Mortgage Borrower to) 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 Mortgage Borrower, Borrower, the Collateral
or the Property (or, alternatively, Borrower shall (or shall cause Mortgage Borrower to) comply with such Legal Requirement during
the pendency of the dispute); (vi) Borrower shall (or shall cause Mortgage Borrower to) furnish such security as may be required
pursuant to the Mortgage Loan Agreement or, if Mortgage Lender shall have waived in writing such security, Borrower shall furnish
such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such
Legal Requirement, together with all interest and penalties payable in connection therewith; and (vii) if the amount in dispute
exceeds $500,000.00, 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) and/or the Collateral (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 and/or
the Pledge Agreement 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 Mortgage Borrower or Borrower to resolve that dispute.


 


Section
4.3           Maintenance and Use of Property. Borrower
shall cause, and shall cause Mortgage Borrower to 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 normal replacement
of the Personal Property) 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 and Section 4.21 of the Mortgage Loan Agreement. Subject to the
terms and conditions of Article VII of the Mortgage Loan Agreement, 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 Tenant is obligated to perform the work pursuant to the terms of its Lease 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 cause Mortgage Borrower to operate the Property for the same uses as the Property is currently operated
and Borrower shall not (and shall not permit Mortgage Borrower to), without the prior written consent of Lender, (i) change the
use of the Property from office or retail or (ii) 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 (and shall not permit Mortgage Borrower to 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.


 






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Section
4.4           Waste. Borrower shall not commit or knowingly
suffer (and shall not permit Mortgage Borrower to 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 (and shall cause Mortgage Borrower not to 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) and shall cause Mortgage Borrower to 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) or the Collateral (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 Article
9 hereof and causes Mortgage Borrower to comply with the terms and provisions of Section 8.6 of the Mortgage Loan Agreement.
Borrower shall 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 Mortgage Lender pursuant to Section 8.6 of the Mortgage Loan Agreement). Subject to Borrower’s
right to contest same pursuant to subsection (b) below, Borrower shall not suffer and shall promptly cause to be paid and
discharged any lien or charge whatsoever which may be or become a lien or charge against the Property or the Collateral, and shall
cause Mortgage Borrower to promptly pay for all utility services provided to the Property.


 






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(b)          Borrower
(or Mortgage 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 or Mortgage Borrower is subject (including,
without limitation, the Mortgage Loan Agreement) 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) nor any of the Collateral (nor any part thereof or interest therein) will be in imminent danger of being sold, forfeited,
terminated, canceled or lost; (iv) Borrower shall (or shall cause Mortgage Borrower to) 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 or the Collateral, as applicable;
(vi) Borrower shall (or shall cause Mortgage Borrower to) furnish such security as may be required pursuant to the Mortgage Loan
Agreement or, if Mortgage Lender shall have waived in writing such security, Borrower shall furnish such security as may be required
in the proceeding, or 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), to insure the payment of any such Taxes or Other Charges, together with all interest and penalties
thereon; and (vii) if the amount in dispute exceeds $250,000.00, 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) or the Collateral (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 Mortgage Borrower or 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 or Mortgage Borrower
which is reasonably likely to have a Material Adverse Effect.


 


Section
4.7           Access to Property. Borrower shall cause
Mortgage Borrower to 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 material adverse change in Mortgage Borrower’s, Borrower’s and/or Guarantor’s condition
(financial or otherwise) or of the occurrence of any Default or Event of Default of which Borrower has knowledge.


 


Section
4.9           Cooperate in Legal Proceedings. Borrower
shall cooperate in all reasonable respects and shall cause Mortgage Borrower to 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 Pledge Agreement or the other Loan Documents and,
in connection therewith, permit Lender, at its election, to participate in any such proceedings.


 






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Section
4.10         Performance by Borrower. 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 Pledge Agreement, the Note and the other Loan Documents is a material inducement
to Lender in making the Loan.


 


Section
4.11         Intentionally Omitted.


 


Section
4.12         Books and Records.


 


(a)          Borrower
shall furnish to Lender:


 


(i)          quarterly
certified rent rolls within sixty (60) days after the end of each fiscal quarter;


 


(ii)         quarterly
operating statements of the Property detailing the revenues received, the expenses incurred and the components of Underwritable
Cash Flow before and after Debt Service and major capital improvements for the period of calculation and containing appropriate
year-to-date information, within sixty (60) days after the end of each fiscal quarter;


 


(iii)        within
eighty-five (85) days after the close of each fiscal year of Borrower, (A) an annual balance sheet, statement of cash flow, profit
and loss statement and statement of change in financial position of Mortgage Borrower and Borrower), (B) an annual operating statement
of the Property (detailing the revenues received, the expenses incurred and the components of Underwritable Cash Flow before and
after Debt Service and major capital improvements for the period of calculation and containing appropriate year-to-date information)
and (C) a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting equity transfers
(if any) consummated in accordance with Section 6.3 hereof (or a statement from a Responsible Officer of Borrower that no
such equity transfer has occurred) since the most recent organizational chart delivered to Lender; and


 


(iv)        by
no later than December 1 of each calendar year, an annual operating budget (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 cash flow projections for the upcoming year and all proposed capital replacements and improvements, which such budget
shall (A) until the occurrence and continuance of a Trigger Period, be provided to Lender for informational purposes and (B) after
the occurrence and during the continuance of a Trigger Period (as defined in the Mortgage Loan Agreement), not take effect until
approved by Lender (which approval shall not be unreasonably withheld, conditioned or delayed) (after such approval has been given
in writing, such approved budget shall be referred to herein, as the “Approved Annual Budget”). Until such time
that Lender approves a proposed Annual Budget, (1) to the extent that an Approved Annual Budget does not exist for a prior calendar
year, all operating expenses of the Property for the then current calendar year shall be deemed extraordinary expenses of the Property
and shall be subject to Lender’s prior written approval (not to be unreasonably withheld or delayed) and (2) to the extent
that an Approved Annual Budget exists for a prior calendar year, 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 actual increases in Taxes, Insurance
Premiums and utilities expenses. 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 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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(b)          In
the event that, during the continuance of a Trigger Period, Mortgage Borrower must incur an extraordinary operating expense or
capital expense not set forth in the Approved Annual Budget (each an “Extraordinary Expense”), then Borrower
shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval,
(which such approval shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, in no event shall
Lender’s approval be required for (i) Extraordinary Expenses if there is no continuing Trigger Period or (ii) during the
continuance of a Trigger Period, 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). 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 Lender thereafter fails to respond, Lender’s approval
shall be deemed given with respect to the matter for which approval was requested.


 


(c)          Borrower
shall, within ten (10) Business Days after Lender’s request therefor, furnish Lender (and shall cause Guarantor to furnish
to Lender) with such other additional financial or management information relating to Mortgage Borrower, Borrower, Guarantor, the
Collateral 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 (and shall cause Mortgage Borrower to keep) adequate books and records of account and (ii)
all Required Financial Items (defined below) 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; (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; and (E) within a
reasonable period of time following request of Lender, be audited (on a consolidated basis at the Guarantor-level) by an independent
certified public accountant reasonably acceptable to Lender.


 






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(e)          Borrower
acknowledges the importance to Lender of the timely delivery of each of the items required by this Section 4.12 (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 seven (7) Business 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 immediate Event of Default hereunder.


 


Section
4.13         Estoppel Certificates.


 


(a)          After
request by Lender, Borrower, within fifteen (15) Business Days after such request, shall furnish Lender or any proposed assignee
of Lender with a statement stating (i) the Outstanding Principal Balance of the Loan and the Mortgage Loan, (ii) the
Interest Rate of the Loan and the Mortgage Loan, (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, 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, or shall cause Mortgage Borrower to, use commercially reasonable efforts from time to time after request by Lender, to obtain
from Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage
Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated
to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates
of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes
to Lender an estoppel executed by Borrower and Mortgage Borrower and expressly representing to Lender, to Borrower’s knowledge,
the information reasonably requested by Lender regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents.


 


(c)          Borrower
shall use commercially reasonable efforts to deliver to Lender or any proposed assignee of Lender, upon request, estoppel certificates
from each Tenant under any Lease in substantially the same form and substance delivered at closing or otherwise in form and substance
reasonably satisfactory to Lender (subject to requirements set forth in such Lease); 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 Borrower
will deliver up to two (2) estoppel certificates in any calendar year).


 


(d)          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.


 






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(e)          Borrower
shall use commercially reasonable efforts to deliver to Lender, within fifteen (15) Business Days of request, estoppel certificates
from each party under any Property Document in form and substance reasonably acceptable to 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
Borrower will deliver up to two (2) estoppel certificates in any calendar year).


 


Section
4.14         Leases and Rents.


 


(a)          Borrower
may permit Mortgage Borrower, in the ordinary course of Mortgage Borrower’s business without Lender’s consent, enter
into, amend or modify any Lease provided that such Lease (i) provides for rental rates comparable in all material respects to existing
local market rates for similar properties, (ii) is on commercially reasonable terms (unless otherwise consented to by Lender),
(iii) is with unaffiliated, third parties (unless otherwise consented to by Lender), (iv) provides that the Tenant thereunder will
attorn to Mortgage Lender and any purchaser at a foreclosure sale and (v) does not contain any terms which are reasonably likely
to have a Material Adverse Effect. Borrower shall have the right to permit Mortgage Borrower, 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 and (B) in the ordinary course of Mortgage Borrower’s business.
Notwithstanding anything to the contrary contained herein, Borrower shall not permit Mortgage Borrower, without the prior written
approval of Lender (which approval shall not be unreasonably withheld, conditioned or delayed), to 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) in the case of any Major Lease other than any Specified Tenant Lease and the Oaktree Lease, to the extent that
the terms of such Major Lease require Mortgage Borrower to act reasonably in approving such action and withholding approval under
the circumstances would be unreasonable (for the avoidance of doubt, the foregoing proviso shall not be applicable to any Specified
Tenant Lease and the Oaktree Lease, and Lender’s approval with respect to any Specified Tenant Lease and the Oaktree Lease
shall be required as otherwise provided herein) and (y) to the extent that a Tenant under any Major Lease has, pursuant to the
terms of its Lease, an unilateral right (without Mortgage Borrower’s consent and/or approval) to effectuate such action.


 


(b)          Borrower
(i) shall cause Mortgage Borrower to observe and perform the obligations (other than those of a de minimis nature) imposed upon
the lessor under the Leases in a commercially reasonable manner; (ii) shall cause Mortgage Borrower to enforce all terms, covenants
and conditions (other than those of a de minimis nature) 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 permit Mortgage Borrower to terminate
or accept a surrender of a Major Lease without 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 Lender’s consent under this clause (ii) and Lender thereafter fails to respond, Lender’s
approval shall be deemed given; (iii) shall not permit Mortgage Borrower to collect any of the Rents more than one (1) month in
advance (other than Security Deposits); (iv) shall not permit Mortgage Borrower to execute any assignment of Mortgage Borrower’s
interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not permit Mortgage Borrower, without
the Lender’s prior written consent, to alter, modify or change any Lease so as to change the amount of or payment date for
rent, change the expiration date, 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 the same would, individually or in the aggregate, (A) cause
any such Lease to violate Section 4.14(a)(i) through (iii) above or (B) have a Material Adverse Effect; and
(vi) shall hold all Security Deposits in accordance with Legal Requirements in all material respects. 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 (or at Lender’s reasonable request any 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 Lease within fifteen (15) days after Mortgage Borrower or Borrower obtains knowledge that
such Tenant “has gone dark”. 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 Mortgage Borrower or Borrower obtains knowledge of the occurrence of
any such event of default. Borrower’s failure to provide any of the aforesaid notices shall, at Lender’s option, constitute
an Event of Default.


 


(d)          Borrower
shall notify Lender in writing, within two (2) Business Days following receipt thereof, of Mortgage Borrower’s receipt of
any Lease Termination Payment or other termination fee or payment paid by any Tenant under any Lease. During the continuance of
a Trigger Period, any Lease Termination Payment paid by any Tenant at Property but only to the extent that such Lease Termination
Payment paid by such Tenant exceeds Five Hundred Thousand and No/100 Dollars ($500,000.00), shall be deposited into the Leasing
Reserve Account (as defined in the Mortgage Loan Agreement) to be held and disbursed in accordance with Section 8.3 of the
Mortgage Loan Agreement; and Borrower covenants and agrees that, until deposited in accordance herewith, Mortgage Borrower shall
hold any such termination fee or payment in trust for the benefit of Mortgage Lender.


 


Section
4.15         Management Agreement.


 


(a)          Borrower
shall cause Mortgage Borrower to (i) diligently and promptly perform, observe and enforce all of the terms, covenants and conditions
(other than those of a de minimis nature) of the Management Agreement on the part of Mortgage 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 Mortgage Borrower is aware; (iii) [reserved]; (iv) promptly give notice to Lender of any written notice or credible information
that Mortgage 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.


 






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(b)          Borrower
shall not, without the prior written consent of Lender (not to be unreasonably withheld, conditioned or delayed) permit Mortgage
Borrower to (i) surrender, terminate or cancel the Management Agreement; (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 Mortgage Borrower to be performed or observed to be promptly
performed or observed on behalf of Mortgage Borrower, to the end that the rights of Mortgage 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 Mortgage 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 Mortgage Borrower to 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 the management responsibilities of Manager under a 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 such 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) neither Mortgage Borrower
nor Borrower shall 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 under the Management Agreement such certificates
of estoppel with respect to compliance by Mortgage 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
a draft replacement management agreement for approval in accordance with the terms and conditions hereof.


 


(f)          Borrower
shall have the right to permit Mortgage Borrower to replace Manager or consent to the assignment of Manager’s rights under
the Management Agreement, 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 forty-five (45) days and, in the
case of an assignment to an Affiliated Manager, at least fifteen (15) days prior written notice of the same, and consents (not
to be unreasonably withheld, conditioned or delayed) to such replacement (and the replacement Manager), (iii) the applicable New
Manager is a Qualified Manager engaged pursuant to a Qualified Management Agreement and (iv) all the other conditions relating
to a termination of the Management Agreement and replacement of the Manager set forth in the Assignment of Management Agreement
are satisfied. If and for so long as Manager is an Affiliate of Borrower, Borrower shall not permit Mortgage Borrower to permit
Manager to resign as Manager or otherwise cease managing the Property until a New Manager approved by Lender is engaged to manage
the Property in accordance with the applicable terms and conditions hereof and of the other Loan Documents.


 


(g)          Without
limitation of the foregoing, if the Management Agreement is terminated or expires pursuant to the Subordination 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 cause Mortgage Borrower to engage, in accordance with the terms and
conditions set forth herein and in the Subordination 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, Mortgage Borrower and Borrower shall execute
a subordination of management agreement in the form reasonably required by 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)          Intentionally
omitted.


 


(j)          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 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 Pledge Agreement 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.


 






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(a)          Subject
to Section 4.16(b) below, Borrower will cause Mortgage Borrower to 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, and in any event never permit to exist against the Property (or any part thereof) or against Mortgage Borrower’s
interest in the Property (or any part thereof) any lien or security interest, even though inferior to the liens and the security
interests of the Security Instrument other than the liens or security interests created by the Mortgage Loan Documents, except
for the Permitted Encumbrances.


 


(b)          Borrower
may, at its own expense, contest (or permit Mortgage Borrower, at its own expense, to 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 Mortgage 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 Mortgage 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 $500,000 and
such Work Charge relates to the work which is not a Permitted Alteration (or if such work is a Permitted Alteration, but the Completion
Guaranty is not in full force and effect), Borrower shall provide evidence reasonably acceptable to Lender that such liabilities
have been satisfactorily bonded over with third parties such or Borrower shall furnish (or cause to be furnished) such security
as may be required in the proceeding, or as may be reasonably requested by Lender (unless Mortgage Borrower has delivered such
security to Mortgage Lender pursuant to Section 4.16(b) of the Mortgage Loan Agreement and Borrower has provided Lender with evidence
of the same), to insure payment of such Work Charge, together with all interest and penalties payable in connection therewith.
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 or the Pledge Agreement being primed by any lien as a result of such
Work Charge.


 


Section
4.17         Performance of Other Agreements. Borrower shall and
shall cause Mortgage Borrower to observe and perform in all material respects each and every material term to be observed or performed
by Borrower and Mortgage Borrower pursuant to the terms of any agreement or recorded instrument binding upon or applicable to the
Property or the Collateral, or given by Borrower to Lender for the purpose of further securing the Debt and any amendments, modifications
or changes thereto.


 






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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 with this Agreement and the Mortgage Loan
Agreement) owed to Borrower or Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of
Borrower’s or Mortgage Borrower’s business.


 


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.


 


(b)          Borrower
further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of
the Loan, as requested by Lender in its reasonable discretion, 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 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 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); 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), (d) 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, or suffer or permit any member of Borrower’s
“controlled group of corporations” to maintain, sponsor, contribute to or become obligated to contribute to a “defined
benefit plan” or a “multiemployer pension plan”. The terms in quotes above are defined in Section 3.7
of this Agreement.


 


Section
4.20         No Joint Assessment. Borrower shall not, and shall
not permit Mortgage Borrower to, 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 is 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 are structural in nature (other than, with respect to this clause (c), ordinary
course Replacements for which the following are each true: (1) the cost (including any related alteration, improvement or replacement)
is not reasonably anticipated to exceed the applicable Alteration Threshold, (2) such Replacement is not reasonably likely to have
a Material Adverse Effect, and (3) adequate funds for such Replacement are being reserved under the Mortgage Loan Agreement (unless
Mortgage Borrower has delivered to Mortgage Lender such security pursuant to Section 4.21 of the Mortgage Loan Agreement and Borrower
has provided Lender with evidence of the same)). Notwithstanding the foregoing, Lender’s consent shall not be required in
connection with (i) any Permitted Alterations that are not reasonably likely to have a Material Adverse Effect (it being acknowledged
that the Permitted Alterations may result in disruption, from time to time, of the retail tenants that are located in the Atrium)
and/or (ii) alterations required to be made pursuant to any Lease entered into in compliance with this Agreement and any Property
Document that are not reasonably likely to have a Material Adverse Effect. Prior to commencing any construction in connection with
Permitted Alterations, Borrower shall deliver to Lender, for information purposes only, plans, specifications and a revised budget,
and Borrower may permit Mortgage Borrower to make changes to any such plans, specifications and budgets previously delivered to
Lender, without the consent of Lender, provided that (i) such changed plans, specifications and budgets are promptly delivered
to Lender and (ii) Lender consent shall be required for modifications to the plans, specifications and budget for the Permitted
Alterations that are reasonably likely to result in a Material Adverse Effect (it being acknowledged that the Permitted Alterations
may result in disruption, from time to time, of the retail tenants that are located in the Atrium) or a material change in the
overall use of the Property subject to Permitted Alterations, provided, further, Lender’s approval (which approval
shall not be unreasonably withheld, conditioned or delayed) shall be required for to the plans, specifications and budget for the
Permitted Alterations if the budgeted construction costs (e.g., hard costs and unpaid architectural, design and permitting costs)
for such Permitted Alterations are expected to exceed $63,509,582.00. Notwithstanding anything to the contrary contained herein,
from and after a Mezzanine Foreclosure Event, Borrower shall be prohibited from performing (or permitting Mortgage Borrower to
perform) any Permitted Alterations without Lender’s consent unless, prior to the commencement of any such Permitted Alterations,
Borrower shall have delivered to Lender as security for the payment of the costs of all Permitted Alterations and as additional
security for Borrower’s obligations under the Loan Documents any of the following: (I) cash, (II) U.S. Obligations, (III)
a completion bond reasonably acceptable to Lender or (IV) a completion guaranty from a replacement guarantor (which guarantor and
guaranty shall be acceptable to Lender in its sole and absolute discretion). To the extent any construction in connection with
Permitted Alterations has commenced, Borrower shall cause Mortgage Borrower to diligently complete all Permitted Alterations in
accordance with the most recent plans, specifications and budget previously delivered to, and approved by (to the extent such approval
is required hereunder), Lender. If the total unpaid amounts incurred and to be incurred with respect to any alterations (other
than the Permitted Alterations) to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly
deliver to Lender (unless Mortgage Borrower has delivered to Mortgage Lender such security pursuant to Section 4.21 of the Mortgage
Loan Agreement and Borrower has provided Lender with evidence of the same) as security for the payment of such amounts 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
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) (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 Mortgage Borrower’s completion of the alteration for which
the security was provided. If the alteration, improvement or replacement in question is not reasonably likely to have a Material
Adverse Effect, to the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request
for Lender’s consent or approval under this Section 4.21 with respect to such alteration, improvement or replacement
and Lender thereafter fails to respond, Lender’s consent or approval, as applicable, shall be deemed given with respect to
the matter for which approval was requested.


 






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Section
4.22         Property Documents. Borrower shall cause Mortgage Borrower
to (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements (other than those of a de
minimis nature) required to be performed and observed by it under the Property Documents and do all things necessary to preserve
and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Property Documents
of which it is aware which is reasonably likely to have a Material Adverse Effect; (iii) [reserved]; (iv) enforce the performance
and observance of all of the covenants and agreements (other than those of a de minimis nature) required to be performed and/or
observed under the Property Documents in a commercially reasonable manner; (v) cause the Property to be operated, in all material
respects, in accordance with the Property Documents; and (vi) not, without the prior written consent of Lender (such consent not
to be unreasonably withheld, conditioned or delayed), (A) enter into any new Property Document, (B) surrender, terminate or cancel
any of the Property Documents, (C) reduce or consent to the reduction of the term of the Property Documents, (D) otherwise modify,
change, supplement, alter or amend, or waive or release any of its rights and remedies under, or increase or consent to the increase
of the amount of any charges payable by Mortgage Borrower under the Property Documents if it could reasonably be expected to have
a Material Adverse Effect, or (E) following the occurrence and during the continuance of an Event of Default, exercise any rights,
make any decisions, grant any approvals or otherwise take any action under the Property Documents if any of the foregoing could
reasonably be expected to have a Material Adverse Effect.


 


Section
4.23         Intentionally Omitted.


 


Section
4.24         Notices. Borrower shall give notice, or cause notice
to be given to Lender promptly upon Borrower obtaining actual knowledge of any notice of default or event of default (including,
without limitation, any Mortgage Loan Event of Default) by Mortgage Borrower under any Material Agreement or any Mortgage Loan
Documents. Borrower shall deliver a true, correct and complete copy of all written notices, demands, requests or material correspondence
(including electronically transmitted items) given or received by Mortgage Borrower, Guarantor or any Affiliate of the foregoing
to or from Mortgage Lender or their respective agents.


 






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Section
4.25         Special Distributions. On each date on which amounts
are required to be paid to Lender under any of the Loan Documents, Borrower shall, to the extent such action is permitted under
the Mortgage Loan Documents, exercise its rights under the Mortgage Borrower Operating Agreement to cause Mortgage Borrower to
make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be paid to Lender
on such date, provided there is sufficient cash flow from operation of the Property and provided further that no direct or indirect
constituent member of such entity or any Affiliate shall be required to make an additional capital contribution to satisfy such
obligation. Notwithstanding the foregoing and for the avoidance of doubt, the insufficiency of cash flow from the operation of
the Property shall not absolve Borrower of the obligation to make any payments as and when due pursuant to the Loan Documents,
and such obligations shall be separate and independent and not conditioned on any event or circumstance whatsoever.


 


Section
4.26         Curing.


 


(a)          Upon
the occurrence and during the continuance of an Event of Default, Lender shall have the right, but shall not have the obligation,
to exercise Borrower’s rights, if any, as the sole member of Mortgage Borrower under the Mortgage Borrower Operating Agreement,
to cause Mortgage Borrower (i) to cure a Mortgage Loan Event of Default and (ii) to satisfy any liens, claims or judgments against
the Property if the same has resulted in a Mortgage Loan Event of Default. All sums so paid and the costs and expenses incurred
by Lender in exercising rights under this Section 4.26 (including reasonable attorneys’ fees) (v) shall constitute
additional advances of the Loan to Borrower, (w) shall increase the then unpaid principal, (x) shall bear interest at the Default
Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, (y) shall constitute
a portion of the Debt, and (z) shall be secured by the Loan Documents. In the event that Lender makes any payment in respect of
the Mortgage Loan in connection with the exercise of its rights pursuant to this Section, Lender shall be subrogated to all of
the rights of Mortgage Lender under the Mortgage Loan Documents against the Property and Mortgage Borrower to the extent of such
payment, without limitation to any other rights Lender may have under the Loan Documents or applicable law. Notwithstanding the
foregoing, unless and to the extent Lender has foreclosed on the Collateral pursuant to the Pledge Agreement and/or other Security
Documents, any Mortgage Loan Event Default which is not cured prior to the expiration of any applicable grace, notice or cure period
afforded to Mortgage Borrower under the Mortgage Loan Documents shall constitute an Event of Default hereunder, without regard
to any subsequent payment or performance of any such obligations by Lender.


 


(b)          Borrower
hereby indemnifies Lender from and against all actual liabilities, obligations, losses, damages, penalties, assessments, actions,
or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys' and other professional fees, whether
or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against Lender as a result of the foregoing actions other than any liabilities, obligations, losses, damages, penalties,
assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ and other
professional fees, whether or not suit is brought, and settlement costs) and disbursements resulting from the gross negligence
or willful misconduct of Lender. Lender shall not have an obligation to Borrower, Guarantor, Mortgage Borrower or any other party
to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Mortgage
Borrower to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted
default under the Mortgage Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following
a Mortgage Loan Event of Default.


 






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(c)          If
Lender shall receive a copy of any notice of default under the Mortgage Loan Documents sent by Mortgage Lender to Mortgage Borrower,
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.


 


(d)          For
the purpose of carrying out the provisions and exercising the rights, powers and privileges granted in this Section, upon the occurrence
and during the continuance of an Event of Default, Borrower hereby irrevocably constitutes and appoints Lender its true and lawful
attorney-in-fact to, during the continuance of an Event of Default, execute, acknowledge and deliver any instruments and do and
perform any acts such as are referred to in this Section in the name and on behalf of Borrower. This power of attorney is a power
coupled with an interest and cannot be revoked.


 


Section
4.27         Mortgage Borrower Covenants. Borrower shall cause Mortgage
Borrower to comply with all obligations with which Mortgage Borrower has covenanted to comply under the Mortgage Loan Agreement
and all other Mortgage Loan Documents (including, without limitation, those certain affirmative and negative covenants set forth
in Article 4 of the Mortgage Loan Agreement) whether the Mortgage Loan has been repaid or the related Mortgage Loan Document terminated,
unless otherwise consented to in writing by Lender (provided, that, in the event the Mortgage Loan is no longer outstanding, Borrower
shall not be required to cause Mortgage Borrower to comply with provisions that are no longer relevant).


 


Section
4.28         Limitations on Distributions. Subject to Section
4.25 hereof, following the occurrence and during the continuance of an Event of Default, Borrower shall not make any distributions
to its members. If any distributions shall be received by Borrower or any Affiliate of Borrower after the occurrence and during
the continuance of an Event of Default, Borrower shall hold, or shall cause the same to be held, in trust for the benefit of Lender.


 


Section
4.29         No Contractual Obligations. Other than (i) the Loan
Documents, (ii) the organizational documents of Borrower and the organizational documents of Mortgage Borrower, (iii) agreements
to provide for independent manager services similar to the services provided by Corporation Service Company as of the Closing Date,
and/or (iv) agreements, such as entity maintenance and/or accounting services agreements, that do not require the payment of any
material sums, neither Borrower nor any of its assets shall be subject to any agreement, instrument or undertaking by which it
or its assets are bound.


 






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Section
4.30         Limitation on Securities Issuances. None of Borrower,
Mortgage Borrower, Mezzanine B Borrower, nor any of their respective subsidiaries shall issue any limited liability company interests
or other securities other than those that have been issued as of the date hereof.


 


Section
4.31         Other Limitations. Prior to the payment in full of
the Debt, neither Borrower nor any of its Affiliates shall give its consent or approval to, or permit Mortgage Borrower to take,
any of the following actions or items:


 


(a)          the
distribution by Mortgage Borrower to Borrower of property other than cash;


 


(b)          a
refinancing or other prepayment of the Mortgage Loan (unless the Loan shall be paid in full in accordance with this Agreement simultaneously
therewith or otherwise as expressly permitted by Section 2.7(d) hereof);


 


(c)          or
the modification, amendment, waiver or termination to or of or of any of the Mortgage Loan Documents or the Mortgage Borrower Operating
Agreement or the other Organizational Documents of Mortgage Borrower (except to the extent such modifications and amendments are
required to be made pursuant to the terms of the Mortgage Loan Agreement or are otherwise not material and do not adversely affect
Lender). Borrower shall cause Mortgage Borrower to provide Lender with a copy of any amendment, waiver, modification or termination
to or of the Mortgage Loan Documents within (5) days after the execution thereof whether or not the same is permitted pursuant
to the terms hereof; or


 


(d)          
except in accordance with Section 4.12 hereof, approve the terms of any Annual Budget.


 


Section
4.32         Material Agreements. Borrower shall not cause Mortgage
Borrower to, without Lender’s prior written consent, such consent not to be unreasonably withheld or delayed: (a) enter into,
surrender or terminate (unless such termination is for cause or commercially reasonable under the circumstances and, in each case,
otherwise is not prohibited under the Loan Documents or the Mortgage Loan Documents) any Material Agreement to which Mortgage Borrower
is a party; or (b) otherwise materially modify, change, supplement, alter or amend, or waive or release any of its rights and remedies
under any Material Agreement to which Mortgage Borrower is a party.


 


Section
4.33         Acquisition of the Mortgage Loan.


 


(a)          No
Borrower Party or any Affiliate or any Person acting at any such Person’s request or direction, shall acquire or agree to
acquire a lender’s interest in the Mortgage Loan, or any portion thereof or any interest therein, or any direct or indirect
ownership interest in the holder of the Mortgage Loan, via purchase, transfer, exchange or otherwise, and any breach or attempted
breach of this provision shall constitute an Event of Default hereunder. If, solely by operation of applicable subrogation law,
Borrower shall have failed to comply with the foregoing, then Borrower: (i) shall immediately notify Lender of such failure; (ii)
shall cause any and all such prohibited parties acquiring any interest in the Mortgage Loan Documents: (A) not to enforce the Mortgage
Loan Documents; and (B) upon the request of Lender, to the extent any of such prohibited parties has or shall have the power or
authority to do so, to promptly: (1) cancel the promissory note evidencing the Mortgage Loan, (2) reconvey and release the Lien
securing the Mortgage Loan and any other collateral under the Mortgage Loan Documents, and (3) discontinue and terminate any enforcement
proceeding(s) under the Mortgage Loan Documents. Notwithstanding the foregoing prohibition, (A) Borrower and/or any Affiliate of
Borrower may be Investors in a Securitization of the Mortgage Loan (or any portion thereof or interest therein) and (B) nothing
in this Section will prohibit an Affiliate of Borrower from purchasing an interest in a Person who owns a variety of real estate
loans or a direct or indirect interest in a pool of real estate loans (of which the Loan composes a minority); provided that Borrower
(i) shall notify Lender of such purchase promptly (but in no event later than within two (2) Business Days) upon obtaining knowledge
thereof and (ii) shall cause any such Affiliate of Borrower acquiring any interest in the Mortgage Loan Documents, to the extent
such Affiliate of Borrower has or shall have the power or authority to do so, not to enforce the Mortgage Loan Documents and, upon
the request of Lender, discontinue and terminate any enforcement proceeding(s) under the Mortgage Loan Documents.


 






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(b)          Lender
shall have the right at any time to acquire all or any portion of the Mortgage Loan without notice or consent of Borrower, Mortgage
Borrower, Guarantor or any other Borrower Party, in which event Lender shall have and may exercise all rights of Mortgage Lender
thereunder (to the extent of its interest), including the right (i) upon the occurrence and during the continuance of a Mortgage
Loan Event of Default, to declare that the Mortgage Loan is due and payable and (ii) upon the occurrence and during the continuance
of a Mortgage Loan Event of Default, to accelerate the Mortgage Loan indebtedness in accordance with the terms thereof and (iii)
to pursue all remedies against any obligor under the Mortgage Loan Documents in accordance with the terms thereof. In addition,
to the extent permitted by applicable law, Borrower hereby expressly agrees that any counterclaims (other than a compulsory counterclaim),
defenses or offsets of any kind which Mortgage Borrower or any other Person may have against Mortgage Lender relating to or arising
out of the Mortgage Loan prior to the date of such assignment, shall be the personal obligation of Mortgage Lender and in no event
shall Mortgage Borrower be entitled to bring, pursue or raise any such counterclaims, defenses or offsets against Lender or any
Affiliate of Lender or any other Person as the successor holder of the Mortgage Loan or any interest therein from any liability
that predates the assignment to Lender or provided that Mortgage Borrower may seek specific performance of its contractual rights
under the Mortgage Loan Documents.


 


Section
4.34         Bankruptcy Related Covenants. To the extent permitted
by applicable law, Borrower shall not, nor shall Borrower cause Mortgage Borrower to, seek substantive consolidation of Borrower
or Mortgage Borrower into the bankruptcy estate of Guarantor in connection with a proceeding under the Bankruptcy Code or under
any other federal, state or foreign insolvency law involving Guarantor.


 


Article
5



ENTITY COVENANTS


 


Section
5.1           Single Purpose Entity/Separateness.


 






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(a)          Borrower
will not and Borrower hereby represents and warrants to Lender that Borrower has not since the date of its formation:


 


(i)          engage
in any business or activity other than the ownership, operation, management of the Collateral and activities incidental thereto;


 


(ii)         acquire
or own any assets other than the Collateral;


 


(iii)        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 from a Delaware limited
liability company, 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,
or 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 the Mortgage Borrower (and other than, with respect to any SPE
Component Entity, in 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 the Debt and Indebtedness
not to exceed $10,000 and not material in the aggregate that is necessary to Borrower’s activities as a member of Mortgage
Borrower. Other than Permitted Encumbrances, no Indebtedness other than the Mortgage Debt may be secured (subordinate or pari passu)
by the Property. No Indebtedness other than the Debt may be secured (subordinate or pari passu) by the Collateral;


 


(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). Borrower’s assets have
not and will not be listed as assets on the financial statement of any other Person; provided, however, that Borrower’s
assets may be included in a consolidated and/or combined financial statement of its Affiliates provided that, to the extent necessary
to (i) prevent a substantive consolidation of the assets and liabilities of Borrower with the assets and liabilities of any other
Person or (ii) deliver a Non-Consolidation Opinion when required under this Agreement: (1) appropriate notation shall be made on
such consolidated financial statements to indicate the separateness of Borrower and 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 record, other entity documents, resolutions and agreements as official records;


 






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(ix)         enter
into any transaction, contract or agreement with any general partner, member, shareholder, principal or Affiliate, except (i) as
may have been approved in writing by Lender in its sole and absolute discretion or (ii) 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 be 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 credits 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 or advances to any Persons;


 


(xiii)       fail
to file its own 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 such 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 in its own name or (D) correct any known misunderstanding regarding its separate identity;


 


(xv)       fail
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); provided,
however, that no Person shall be required to make any direct or indirect additional capital contributions to Borrower in order
to comply with the foregoing;


 


(xvi)      without
the prior unanimous written consent of all of its partners, shareholders or members, as applicable, 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 might 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, shareholder or partner (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 are at least two (2) Independent
Managers then serving in such capacity in accordance with the terms of the applicable organizational documents and each of such
Independent Managers has consented to such foregoing action);


 






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(xvii)     fail
to allocate fairly and reasonably shared expenses with its Affiliates (including, without limitation, shared office space) or fail
to use separate stationery, invoices and checks bearing its own name;


 


(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 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); provided, however, that no Person shall
be required to make any direct or indirect additional capital contributions to Borrower in order to comply with the foregoing;


 


(xix)       acquire
obligations or securities of its partners, members, shareholders or other Affiliates, as applicable;


 


(xx)        identify
its partners, members, shareholders 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)     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.


 


(b)          If
Borrower is a partnership or limited liability company (other than an Acceptable LLC), each general partner (in the case of a partnership)
and at least one member (in the case of a limited liability company) of Borrower, as applicable, shall be a corporation or 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 Section 5.1(a)(iii) – (vi)
(inclusive) and (viii) – (xxi) (inclusive) and, if such SPE Component Entity is an Acceptable LLC, Section
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 (A) upon 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), any 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 two (2) Independent Managers of such SPE Component Entity or Borrower (as applicable)
in accordance with Section 5.2 below. The LLC Agreement shall further provide that (i) 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, (ii) 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), (iii) 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), (iv) Special Member,
in its capacity as Special Member, may not bind Borrower or such SPE Component Entity (as applicable) and (v) 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, 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 Loan Documents or the LLC Agreement. In order to implement the admission to Borrower or such SPE Component
Entity (as applicable) of Special Member, Special Member shall execute a counterpart to the LLC Agreement. Prior to its admission
to Borrower or such SPE Component Entity (as applicable) as Special Member, Special Member shall not be a member of Borrower or
such SPE Component Entity (as applicable), but Special Member may serve as an Independent Manager 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)
(other than upon continuation of the Company without dissolution upon (A) an assignment by the Member of all of its limited liability
company interest in the Company and the admission of the transferee in accordance with this Agreement, or (B) the resignation of
the member and the admission of an additional member of the Company in accordance with the terms of this Agreement) to the fullest
extent permitted by law, the personal representative of Member shall, within ninety (90) days after the occurrence of the event
that terminated the continued membership of 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 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 a corporation or an Acceptable LLC) or the applicable SPE Component
Entity, as applicable, shall provide that at all times there shall be at least two (2) duly appointed independent directors
or managers of such entity (each, an “Independent Manager”) who each shall (I) not have been at the time
of each such individual’s initial appointment, and shall not have been at any time during the preceding five 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 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 their 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 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 Mortgage Loan Agreement or the
Mezzanine B Loan Agreement, as applicable) for Mortgage Borrower, Mezzanine B Borrower or any SPE Component Entity (as such term
is defined in the Mortgage Loan Agreement or the Mezzanine B Loan Agreement, as applicable) of Mortgage Borrower or Mezzanine B
Borrower. 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 an 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
Managers unless, in each case, at the time of such action there shall be at least two Independent Managers engaged as provided
by the terms hereof and such Independent Managers 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; (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; and
(VII) except as provided in the foregoing subsections (III) through (VI), the Independent Managers shall, in exercising
their rights and performing their duties under the applicable organizational documents, have a fiduciary duty of loyalty and care
similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.


 






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Section
5.3           Change of Name, Identity or Structure. Borrower
shall not change (or permit to be changed) Borrower’s or any SPE Component Entity’s (a) name, (b) identity (including
its trade name or names), (c) principal place of business set forth on the first page of this Agreement or (d) if not an individual,
Borrower’s or any SPE Component Entity’s corporate, partnership or other structure or state of formation, 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. Borrower
shall authorize 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. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing
the trade names under which Borrower or any applicable SPE Component Entity intends to own the Collateral, and representing and
warranting that Borrower or the applicable SPE Component Entity does business under no other trade name with respect to the Collateral.


 


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, management and operation
of the Collateral. 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 and operation of the Collateral.


 


Section
5.5           Recycled Entity. Borrower hereby represents
and warrants to Lender that all representations and warranties set forth in that certain Borrower’s Recycled Entity Certification
dated the date hereof executed by Borrower in favor of Lender are true, correct and not violated or breached.


 


Section
5.6           Mortgage Borrower Recycled Entity. Borrower
hereby represents and warrants to Lender that all representations and warranties set forth in that certain Borrower’s Recycled
Entity Certification dated the date hereof executed by Mortgage Borrower in favor of Mortgage Lender are true, correct and not
violated or breached.


 


Section
5.7           Mortgage Borrower SPE Covenants. Borrower
hereby represents and warrants to Lender that as of the date hereof all representations and warranties set forth in Article 5 of
the Mortgage Loan Agreement are true, correct and not violated or breached. Borrower shall cause Mortgage Borrower to comply with
Article 5 of the Mortgage Loan Agreement.


 






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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, Mortgage Borrower, Mezzanine B Borrower
Guarantor, any SPE Component Entity, any Mortgage SPE Component Entity, any Mezzanine B 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, Mortgage
Borrower, Mezzanine B Borrower, Guarantor, any SPE Component Entity, any Mortgage SPE Component Entity, any Mezzanine B 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 if, without the prior written consent of Lender, a Sale or Pledge of the Property (or any part thereof)
or the Collateral (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, a Fee Acquisition occurs and/or Borrower
shall acquire any real property and/or Mortgage Borrower shall acquire any real property in addition to the real property owned
by Mortgage 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, entering into Leases
pursuant to the terms of this Agreement, Permitted Encumbrances, a release of the Atrium Parcel in accordance with this Agreement,
or the sale or disposition of obsolete personal property (which is replaced with personal property of the same or greater utility
and value) shall not be considered “Prohibited Transfers”.


 


(b)          A
Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Mortgage Borrower agrees to
sell the Property or any part thereof or Borrower agrees to sell the Collateral or any part thereof for a price to be paid in installments;
(ii) an agreement by Mortgage 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 of the Collateral or Mortgage Borrower’s right, title and interest in and to any (A) Leases or any
Rents or (B) Property Documents; (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
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 instituted or prosecuted by (or at the behest of)
Borrower or its Affiliates or Mortgage Borrower or its Affiliates or consented to or acquiesced in by Borrower or its Affiliates
or Mortgage Borrower or its Affiliates or, pursuant to any contractual agreement or other instrument or under applicable law (including,
without limitation, common law) and/or any other action instituted by (or at the behest of) Borrower or its Affiliates or Mortgage
Borrower or its Affiliates or consented to or acquiesced in by Borrower or its Affiliates or Mortgage Borrower or its Affiliates
which results in a Property Document Event and/or (ix) the incurrence of any property-assessed clean energy loans or similar indebtedness
with respect to Borrower, Mortgage Borrower, the Collateral 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.


 






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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: (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, other than a pledge of, in one or a series of transactions, not more than 49% of the ownership interests in a Restricted
Party provided that such pledge is not (1) a pledge of any direct interests in Mortgage Borrower or Borrower and (2) made in connection
with a mezzanine loan or any debt disguised as equity), in one or a series of transactions, of the stock, partnership interests
or membership interests (as the case may be) in a Restricted Party, (c) any issuance of “accommodation shares” by (or
any transfer of “accommodation shares” in) any direct or indirect owner of Guarantor that has elected (or intends to
elect) to be treated as a real estate investment trust (for purposes of this provision, “accommodation shares” shall
mean up to $125,000 in preferred shares (or such greater amount as hereinafter may be required under Section 856 of the IRS Code)
issued by such direct or indirect owner of Guarantor to enable such direct or indirect owner of Guarantor to satisfy the 100 shareholder
requirement under Section 856(a) of the IRS Code), (d) the sale, transfer or issuance of shares of common stock in any Restricted
Party that is a publicly traded entity, provided such accommodation shares or shares of common stock, as applicable, are listed
on the Toronto Stock Exchange, the New York Stock Exchange, or another nationally recognized stock exchange, (e) the pledge of
any interest in Borrower in connection with the Mezzanine B Loan and the exercise of any rights or remedies Mezzanine B Lender
may have in connection with the Mezzanine B Loan, in each case in accordance with and subject to the terms of the Intercreditor
Agreement, as applicable, or (f) the Sale or Pledge of any interest in Affiliated Manager so long as Affiliated Manager is Controlled
by or under common Control with BAM and/or BPY; (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 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), (c) and/or (f) above, (A) to the extent that any transfer results in the
transferee (either itself or collectively with its affiliates) owning a 10% or greater (direct or indirect) equity interest in
Borrower (unless such transferee together with its Affiliates owned 10% or more 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 subsection (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)
no such transfers shall result in a change in Control of Guarantor or Affiliated Manager; (C) after giving effect to such transfers,
the Minimum Ownership/Control Test shall continue to be satisfied; (D) after giving effect to such transfers, the Property shall
continue to be managed by Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E)
in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers
shall be, unless otherwise waived by Lender in its sole discretion, conditioned upon continued compliance with the relevant provisions
of Article 5 hereof; (F) to the extent that a Non-Consolidation Opinion was previously delivered, in the case of (1) the
transfer of the management of the Property (or any portion thereof) to a new Affiliated Manager in accordance with the applicable
terms and conditions hereof, (2) the addition and/or replacement of a Guarantor in accordance with the applicable terms and conditions
hereof and of the Guaranty or (3) the transfer of any equity ownership interests that results in any Person (individually or together
with its Affiliates) owning more than forty-nine percent (49%) of the direct or indirect interests in Borrower or in any SPE Component
Entity and such Person (individually or together with its Affiliates) did not own more than forty-nine percent (49%) of the direct
or indirect interests in Borrower previously, such transfers shall be, unless otherwise waived by Lender in its sole discretion,
conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer, addition and/or replacement; (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 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 matters; (H)
such transfers shall be permitted pursuant to the terms of the Property Documents; and (I) if a transfer results in (1) the transferee
owning direct or indirect interest in a Borrower in an amount which equals or exceeds ten percent (10%) (unless such transferee
together with its Affiliates owned a direct or indirect interest in Borrower equal to or exceeding ten percent (10%) prior to such
Transfer) or (2) a change of Control of Borrower or Guarantor, Lender shall have received “KYC” searches (in form,
scope and substance and from a provider, in each case, determined by and reasonably acceptable to Lender). 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 anything to the
contrary contained in this Section 6.3, at all times during the term of the Loan, the Minimum Ownership/Control Test shall
be required to be complied with.


 






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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           Intentionally Omitted.


 


Section
6.5           Intentionally Omitted.


 


Section
6.6           Economic Sanctions, Anti-Money Laundering, OFAC,
Patriot Act and Transfers. Borrower shall (and shall cause their direct and indirect constituent owners and Affiliates to)
(a) 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 and (b) not permit a Prohibited Transfer to occur and shall cause the Minimum Ownership/Control
Test in this Article 6 to be complied with at all times. Borrower hereby represents that, other than in connection with
the Loan, the Loan Documents and any Permitted Encumbrances, as of the date hereof, there exists lien or encumbrance (i) on the
Property (or any part thereof), the Collateral (or any part thereof) or any legal or beneficial interest therein or (ii) on any
interest in any Restricted Party (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 (II) more than 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 cause Mortgage Borrower to obtain and maintain, or cause to be maintained, at all times during the term of the Loan the Policies
required under Section 7.1 of the Mortgage Loan Agreement (regardless of whether the Mortgage Loan has been repaid in full or has
otherwise been terminated or any such provision thereof has been waived by Mortgage Lender), including, without limitation, meeting
all insurer requirements thereunder. In addition, Borrower shall cause Lender to be named as a named insured together with Mortgage
Lender, as their interest may appear, under the Policies required under the Mortgage Loan Agreement. Borrower shall also cause
all insurance policies required under this Section 7.1 to provide for at least the same prior notice to Lender in the event
of policy cancellation or material changes as required to be provided to Mortgage Lender under the terms of the Mortgage Loan Agreement.
Borrower shall provide Lender with evidence of all such insurance required hereunder on or before the date on which Mortgage Borrower
is required to provide such evidence to Mortgage Lender. For purposes of this Agreement, Lender shall have the same approval rights
over the insurance referred to above and in the Mortgage Loan Agreement (including, without limitation, the insurers, deductibles
and coverages thereunder, as well as the right to require other reasonable insurance pursuant to Article 7 of the Mortgage Loan
Agreement) as are provided in favor of the Mortgage Lender in the Mortgage Loan Agreement.


 






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(b)          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 same rights as Mortgage Lender pursuant to Section 7.1 of the Mortgage Loan Agreement to take such action as Lender
deems necessary to protect its indirect interest in the Property, including, without limitation, the obtaining of such insurance
coverage as Lender in its sole discretion deems appropriate, 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 Pledge Agreement and shall bear interest at the Default Rate.


 


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 (i) if such damage is non-structural in nature, $1,000,000 and (ii) if such damage
is structural in nature, $500,000) and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion
of the Restoration of the Property and otherwise comply with the provisions of Section 7.4 hereof and Section 7.4 of
the Mortgage Loan Agreement. Borrower shall pay or shall cause Mortgage Borrower to 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.


 


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 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 cause Mortgage Borrower to, 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 cause Mortgage Borrower to promptly commence and diligently
prosecute the Restoration of the Property (to the extent such Restoration is applicable) and otherwise comply with the provisions
of Section 7.4 hereof and Section 7.4 of the Mortgage Loan Agreement. Borrower shall pay all costs of Restoration whether
or not such costs are covered by the Net Proceeds. If the Property 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.


 






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Section
7.4           Restoration. Borrower shall, or shall cause
Mortgage Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to
Mortgage Lender under the Mortgage Loan Agreement in connection with the Restoration of any Individual Property after a Casualty
or Condemnation. In addition, Borrower shall not permit Mortgage Borrower to take any action under Section 7.4 of the Mortgage
Loan Agreement that requires Mortgage Lender’s consent without Borrower first obtaining Lender’s consent (it being
agreed that if Mortgage Lender agrees to act reasonably under such Section 7.4, then Lender shall be reasonable hereunder with
respect to such consent rights). Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any
reason the Mortgage Loan Restoration Provisions cease to exist or are waived or modified in any material respect (in each case,
including, without limitation, due to any waiver, amendment or refinance) (such provisions, the “Waived Restoration Provisions”),
to the extent permitted to do so pursuant to the Mortgage Loan Documents (if applicable), Borrower shall promptly (i) notify Lender
of the same, (ii) execute any amendments to this Agreement and/or the Loan Documents implementing the Waived Restoration Provisions
as may be reasonably required by Lender (provided such amendments are substantially similar to the provisions set forth in the
Mortgage Loan Agreement relating to the same) and shall cause Mortgage Borrower to acknowledge and agree to the same and (iii)
remit to Lender (and shall cause Mortgage Borrower to remit to Lender) any Net Proceeds related to the Waived Restoration Provisions.


 


Section
7.5           Distributions to Net Proceeds to Mezzanine Lender.
Notwithstanding anything to the contrary contained in this Article VII, provided no Trigger Period has occurred and is continuing,
to the extent that Borrower is entitled to a disbursement of Net Proceeds under Section 7.4(b)(vii) above for any purpose
other than Restoration, Borrower hereby authorizes and directs Lender to pay the same to Mezzanine B Lender to the extent that
Mezzanine B Lender is entitled to the same under the terms and conditions of the Mezzanine B Loan Documents, and pursuant to the
terms of the Intercreditor Agreement. Borrower further (i) agrees that Lender shall be entitled to conclusively rely on Mezzanine
B Lender’s assertion that it is entitled to such Net Proceeds and (ii) hereby releases Lender and indemnifies Lender against
any Losses that may be incurred by Lender as a result of any Person claiming that Lender improperly remitted such Net Proceeds
to Mezzanine B Lender.


 


Article
8



INTENTIONALLY oMITTED


 






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Article
9



CASH MANAGEMENT; reserves


 


Section
9.1           Cash Management; Reserves. If Mortgage Lender
waives any reserves or escrow accounts required in accordance with the terms of the Mortgage Loan Agreement, or waives any of the
other provisions in Article 8 of the Mortgage Loan Agreement (including any obligation to do any construction work or otherwise)
or any of the provisions in Article 9 of the Mortgage Loan Agreement (such terms and provisions in such Articles 8 and 9, collectively,
the “Cash Management Provisions”), or if the Mortgage Loan is refinanced or paid off in full (without a prepayment
of the Loan) and any of the Cash Management Provisions are not required under the new mortgage loan, if any, or the Cash Management
Provisions cease to exist or are reduced, waived or modified in any respect, then Borrower shall, to the extent any portion of
the Debt hereunder remains outstanding, if requested by Lender, cause any amounts that would have been deposited into any reserves
or escrow accounts in accordance with the Cash Management Provisions to be paid to and deposited in an account controlled by Lender
as though the applicable Cash Management Provisions were incorporated herein, mutatis mutandis, and all such other Cash
Management Provisions shall be incorporated herein, mutatis mutandis (the “Substitute Cash Management Provisions”).
In addition, if requested by Lender, Borrower shall execute any documents to evidence the implementation of the Substitute Cash
Management Provisions with Lender so long as the Substitute Cash Management Provisions are substantially identical to the Cash
Management Provisions. Borrower shall pledge the accounts established pursuant to the Substitute Cash Management Provisions to
Lender as additional collateral for the Loan such that Lender has the same legal and economic rights and remedies as Mortgage Lender
under the Cash Management Provisions, including, without limitation, the Cash Management Agreement and Section 9.3 of the Mortgage
Loan Agreement; provided that in all events the disbursement and application of funds held in such accounts and reserves shall
be substantially identical to that provided in the Cash Management Provisions. In addition, Borrower shall cause Mortgage Borrower
to comply in all respects with all of the Cash Management Provisions as required under the Mortgage Loan Agreement.


 


Section
9.2           Unfunded Obligations Guaranty. On the Closing
Date Borrower shall deliver to Lender a payment guaranty from Guarantor guaranteeing payment of an amount equal to the Remaining
Unfunded Obligations (the “Unfunded Obligations Guaranty”). Notwithstanding the foregoing, Borrower shall not
be required to deliver the Unfunded Obligations Guaranty if (i) Mortgage Borrower deposits into the Unfunded Obligations Account
(as defined in the Mortgage Loan Agreement) the amounts required to be deposited by Mortgage Borrower pursuant to Section 8.9 of
the Mortgage Loan Agreement or (ii) delivers to Mortgage Lender a letter of credit described in Section 8.9 of the Mortgage Loan
Agreement and, in either case, Borrower shall have delivered, or cause to be delivered, to Lender evidence thereof. For the avoidance
of doubt, if Mortgage Borrower elects to provide to Mortgage Lender the guaranty described in Section 8.9 of the Mortgage Loan
Agreement, Borrower shall be required to deliver to Lender the Unfunded Obligations Guaranty as set forth above.


 






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Section
9.3           Specified Tenant Trigger Cure Guaranty.
In the event Mortgage Borrower delivers to Mortgage Lender the Specified Tenant Trigger Cure Guaranty (as defined in the Mortgage
Loan Agreement), Borrower shall provide to Lender a payment guaranty from Guarantor, which guaranty shall be substantially in the
form of, and shall guarantee payment of such amounts as are guaranteed by, the Specified Tenant Trigger Cure Guaranty delivered
by Mortgage Borrower to Mortgage Lender.


 


Section
9.4           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 shall (provided
Mortgage Lender is not prohibited from withdrawing or applying any funds in the Mezzanine A Debt Service Account (as defined in
the Mortgage Loan Agreement) by operation of law or otherwise) be deemed satisfied to the extent sufficient amounts are deposited
in the Mezzanine A Debt Service Account to satisfy such obligations on the dates each such payment is required, regardless of whether
any of such amounts are so applied by Mortgage Lender. The insufficiency of funds on deposit in the Accounts (as defined in the
Mortgage Loan Agreement) 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.


 


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
Mortgage Loan Reserve 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 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 (as defined in the Mortgage Loan Agreement) (taking into account the priority
of payment in Section 9.3 of the Mortgage Loan Agreement) and (ii) Mortgage 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 Mortgage
Lender in accordance with the terms of the Mortgage Loan Agreement and Mortgage 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 or (B) if evidence of the same is not delivered to Lender as provided in
Section 7.1 hereof and Section 7.1 of the Mortgage Loan Agreement, 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;


 






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(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), Section 3.34, or Section
4.22 hereof are breached or violated; provided, however, that in the case of a breach under Section 3.34, Section
4.22 or Section 5.1(a), such breach shall not constitute an Event of Default hereunder if (i) such breach or violation
was inadvertent, capable of being cured and could not be reasonably expected to result in a Material Adverse Effect, (ii) within
ten (10) Business Days of the date Borrower becomes aware of such breach or violation, Borrower cures (or causes to be cured) such
breach or violation and provides Lender with satisfactory evidence thereof and (iii) such breach or violation does not result in
any material detriment to Lender;


 


(e)          if
any representation or warranty made herein, in the Guaranty or 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 knowledge thereof;


 


(f)          if
(i) Borrower, Mortgage Borrower, any SPE Component Entity, any Mortgage 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 or any managing member or general partner of Borrower, Mortgage Borrower or any managing member or general partner
of Mortgage Borrower, any SPE Component Entity, any Mortgage SPE Component Entity or Guarantor shall make a general assignment
for the benefit of its creditors; (ii) there shall be commenced against Borrower or any managing member or general partner of Borrower,
Mortgage Borrower or any managing member or general partner of Mortgage Borrower, any SPE Component Entity, any Mortgage 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, Mortgage Borrower, any SPE Component
Entity, any Mortgage 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, Mortgage Borrower, any SPE Component Entity, any Mortgage 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, Mortgage Borrower, any SPE
Component Entity, any Mortgage SPE Component Entity or Guarantor shall admit in writing its insolvency or inability to, pay its
debts as they become due; (vi) any Restricted Party is substantively consolidated with any other entity in connection with any
proceeding under the Bankruptcy Code or any other Creditors Rights Laws involving Borrower, Mortgage Borrower, any SPE Component
Entity, any Mortgage SPE Component Entity or Guarantor; or (vii) a Bankruptcy Event occurs;


 






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(g)          if
Mortgage 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 becomes subject to any mechanic’s, materialman’s or other lien (other than a lien for any Taxes not then
delinquent) and the lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of thirty (30) days
unless Borrower or Mortgage Borrower shall be contesting such lien (to the extent permitted in this Agreement and in the Mortgage
Loan Agreement) and in accordance with all applicable Legal Requirements;


 


(i)          subject
to Borrower’s and Mortgage Borrower’s right to contest Taxes as set forth herein and in the Mortgage Loan Agreement,
if any federal tax lien is filed against Borrower, Mortgage Borrower, any SPE Component Entity, any Mortgage SPE Component Entity,
Guarantor, the Collateral or the Property (or any portion thereof) and same is not discharged of record (by payment, bonding or
otherwise) within thirty (30) days after same is filed (except that, if Borrower or Mortgage Borrower 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 (or cause Mortgage Borrower to discharge) same immediately);


 


(j)          if
any of the factual assumptions 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 any
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 knowledge of such breach or default;


 






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(l)           [intentionally
omitted];


 


(m)          if
any of the representations or covenants contained in Section 2.7(b), Section 2.7(d), Section 4.30, or Section
4.33 hereof are breached or violated;


 


(n)          if
any of the representations or covenants contained in Section 4.32 hereof are breached or violated and such breach or violation
is not cured within thirty (30) days after Borrower’s knowledge thereof;


 


(o)          if,
(A) at any time the Manager is not a Qualified Manager or (B) without the prior written consent of Lender in each case, 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 and the Mortgage Loan Agreement;


 


(p)          if
any representation under Section 3.7 and/or covenant under Section 4.19 herein relating to ERISA matters is breached
other than to a de minimis extent provided (A) such breach does not, when taken together with any other uncured breaches in the
aggregate, give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or cause or
result in a Material Adverse Effect) and (B) such breach is promptly remedied after knowledge of the same;


 


(q)          if
(A) Mortgage Borrower shall fail (beyond any applicable notice or grace period) to pay any rent, additional rent or other charges
payable under any Property Document as and when payable thereunder, (B) Mortgage Borrower defaults under the Property Documents
beyond the expiration of applicable notice and grace periods, if any, thereunder, (C) any of the Property Documents are amended,
supplemented, replaced, restated or otherwise modified without Lender’s prior written consent or if Borrower or Mortgage
Borrower consents to a transfer of any party’s interest thereunder without Lender’s prior written consent, (D) any
Property Document and/or the estate created thereunder is canceled, rejected, terminated, surrendered or expires pursuant to its
terms, unless in such case Mortgage Borrower enters into a replacement thereof in accordance with the applicable terms and provisions
hereof and the Mortgage Loan Agreement or (E) a Property Document Event occurs, in each case, to the extent it has a Material Adverse
Effect;


 


(r)          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 five (5) Business Days after Borrower’s knowledge thereof;


 


(s)          with
respect to any default or breach of any term, covenant or condition of this Agreement not specified in subsections (a) through
(r) 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;


 






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(t)          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
within ten (10) Business Days after notice from Lender or if any other such event shall occur or condition shall exist, if the
effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the
maturity of all or any portion of the Debt;


 


(u)          if
the Liens created pursuant to any Loan Document shall cease to be a fully perfected enforceable first priority security interest
other than, with respect to priority, solely as a result of Lender’s failure to file a UCC financing statement or continuation
thereof or Lender’s failure to control and keep in its possession the Pledged Interests delivered by Borrower to Lender;
or


 


(v)         if
any Mortgage Loan Event of Default occurs and is continuing; provided, however, that in the event the Mortgage Loan Event of Default
is no longer continuing because Lender has exercised its right to cure Mortgage Loan Event of Default pursuant to the terms of
this Agreement, such Mortgage Loan Event of Default shall be deemed to still be continuing and shall be an Event of Default hereunder.


 


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 Pledge Agreement, 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 deem advisable to protect and enforce Lender’s rights against Borrower and in
the Collateral, 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 Pledge Agreement, the Note and the other Loan Documents
against Borrower and the Collateral, 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 Pledge Agreement, 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 Pledge Agreement, the Note and the other Loan Documents to the contrary notwithstanding.


 






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(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 Pledge
Agreement, 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 Pledge Agreement, the Note or the other Loan Documents with respect to the Collateral.
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, 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 Pledge Agreement, 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.


 


(c)          Lender
shall have the right from time to time to partially foreclose the Pledge Agreement and/or Security Documents in any manner and
for any amounts secured by the Pledge Agreement and/or Security Documents 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 Pledge Agreement
and/or Security Documents to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire
Outstanding Principal Balance, Lender may foreclose the Pledge Agreement and/or Security Documents to recover so much of the principal
balance of the Loan as Lender accelerate and such other sums secured by the Pledge Agreement and/or Security Documents as Lender
may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to the Pledge Agreement and Security
Documents to secure payment of sums secured by the Pledge Agreement and Security Documents 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 instruments and other security documents (the “Severed Loan Documents”)
in such denominations as Lender shall determine in their 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, such 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.


 






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(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 Collateral 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 in its sole discretion
shall determine.


 


(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 Lender’s interest in the Collateral 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, 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 into the date of payment to Lender for its own account
or for the account of such Lender, as applicable. 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. Subject to Sections 11.7 hereof:


 


(a)          Lender
shall have the right (i) to sell 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”.


 






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(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
or cause Mortgage Borrower to provide (A) updated financial and other information reasonably available to Borrower with respect
to the Property, the Collateral, the business operated at the Property, Borrower, Mortgage Borrower, Mezzanine B Borrower, Guarantor,
SPE Component Entity, Mortgage SPE Component Entity, Mezzanine B 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 and (D) revisions to and other agreements with respect to
the Property Documents in form and substance reasonably acceptable to Lender and acceptable to the Rating Agencies;


 


(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 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 Collateral, the Property, Property Documents, Borrower and Borrower’s
Affiliates, Mortgage Borrower and Mortgage 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;


 


(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


 






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(iv)        execute
such amendments to the Loan Documents, the Mortgage Loan Documents, the Property Documents and Borrower’s, Mortgage Borrower’s,
any Mortgage SPE Component Entity’s or any SPE Component Entity’s organizational documents as may be reasonably requested
by Lender or requested by the Rating Agencies or otherwise to effect any Secondary Market Transaction, including, without limitation,
(A) 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) bifurcating the Loan into two or more components and/or additional separate
notes, re-allocated the Loan among existing components, reducing the number of components of the Loan and/or creating additional
separate notes and/or creating additional senior/subordinate note structure(s), including, without limitation, re-allocated the
principal amounts and the LIBOR Spread, Alternate Rate Spread and/or Prime Rate Spread (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, 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. The term “Secondary Market Adverse Change” means
(i) either Borrower’s or Guarantor’s liabilities or obligations under the Loan Documents are increased, or Borrower’s
or Guarantor’s rights under the Loan Documents are decreased, in either case in any material respect (although change in
the weighted average interest rate described in clause (ii) below shall not be deemed to increase any such liability or
decrease any such rights in any material respect), (ii) any change in the weighted average interest rate (whether before or after
the time of the proposed Loan Bifurcation, Syndication or New Mezzanine Loan) (other than as a result of (x) payments and recoveries
after an Event of Default and/or (y) application of proceeds following a Casualty or Condemnation), (iii) any change to the stated
Maturity Date (other than as described in clause (C) above) and/or (iv) any change that would affect the amortization of
the Loan.


 


(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 Collateral alone or the Collateral and Related Collateral 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 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 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 cause Mortgage Borrower to furnish to Lender financial
data and/or financial statements for any tenant of the Property (which are available to Mortgage Borrower or can be obtained by
Mortgage 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 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 Lender determines to be necessary or appropriate for such compliance.


 


(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


 






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(ii)         monthly
operating statements of the Property detailing the revenues received, the expenses incurred and the components of Underwritable
Cash Flow 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 are subject in connection with (x) any Disclosure Document and/or
any Covered Rating Agency Information, in each case, insofar as such Liabilities arise out of or are based upon any untrue statement
of any material fact in the Provided Information and (y) after a Securitization, any indemnity obligations incurred by Lender or
Servicer in connection with any Rating Agency Confirmation. Borrower’s liability under this paragraph will be limited to
Liability that arises out of, or is based upon, an untrue statement or omission made in reliance upon, and in conformity with,
information furnished by or on behalf of Borrower in connection with the preparation of the Disclosure Document or otherwise in
connection with the Loan, including, without limitation, financial statements of Borrower, operating statements and rent rolls
with respect to the Property.


 


(c)          Borrower
shall provide in connection with each of (i) a preliminary and a final private placement memorandum or (ii) a preliminary and final
prospectus or prospectus supplement, as applicable, an agreement (A) certifying that Borrower has examined such Disclosure Documents
specified by Lender and that each such Disclosure Document, as it relates to Borrower, Mortgage Borrower, Borrower’s and
Mortgage Borrower’s Affiliates, the Property, the Collateral, Manager and Guarantor (but not the description of the Loan
terms, the adequacy of which shall be determined by Lender in its discretion), does not contain any untrue statement of a material
fact, (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 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 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 such sections 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 be liable in any such case under clauses (B)
or (C) above only to the extent that any such Liability arises out of or is based upon any such untrue statement or omission
made therein in reliance upon and in conformity with information furnished to Lender by or on behalf of Borrower in connection
with the preparation of the Disclosure Document or in connection with the underwriting or closing of the Loan, including, without
limitation, financial statements of Borrower, operating statements and rent rolls with respect to the Property; 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 in accordance with Borrower’s comments thereto that have been delivered
to Lender. 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 Disclosure Document
and/or Covered Rating Agency 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 in the Disclosure Document (provided Borrower
shall not be liable for such Liabilities to the extent Borrower has had the opportunity to review and comment on the Disclosure
Document as described in clause (c) above and Lender has failed to revise any Disclosure Document 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.


 






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(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 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.


 


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 (other than the initial review of the
Loan by the Rating Agencies in connection with a Securitization), 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         New Mezzanine Option. Lender shall have the option
(the “New Mezzanine Option”) to create one or more additional mezzanine loans (each, a “New Mezzanine
Loan”), provided, that (i) the total loan amounts for the Loan and the Mezzanine Loans and such New Mezzanine Loan shall
equal the then outstanding amount of the Loan and the Mezzanine Loans immediately prior to Lender’s exercise of the New Mezzanine
Option, and (ii) the weighted average interest rate of the Loan, the Mezzanine Loans and the New Mezzanine Loan shall, unless otherwise
approved by Borrower, equal the Interest Rate (subject to any deviation attributable to the imposition of any rate of interest
at the Default Rate or prepayments occurring pursuant to Section 2.7(b) or 2.7(c) hereof). Borrower shall, at Borrower’s
sole cost and expense, cooperate with Lender in Lender’s exercise of the New Mezzanine Option in good faith and in a timely
manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents (and causing
Mortgage Borrower and Mezzanine B Borrower to execute such amendments to the applicable Mortgage Loan Document and Mezzanine B
Loan Documents) and Borrower’s, Mortgage Borrower’s, Mezzanine B Borrower’s, any SPE Component Entity’s,
any Mortgage SPE Component Entity’s or any Mezzanine B SPE Component Entity’s organizational documents as may be reasonably
requested by Lender or requested by the Rating Agencies, (ii) creating one or more Single Purpose Entities (the “New Mezzanine
Borrower”), which such New Mezzanine Borrower shall (A) own, directly or indirectly, 100% of the equity ownership interests
in Borrower (the “Equity Collateral”), and (B) together with such constituent equity owners of such New Mezzanine
Borrower as may be designated by Lender, execute such agreements, instruments and other documents as may be required by Lender
in connection with the New Mezzanine Loan (including, without limitation, a promissory note evidencing the New Mezzanine Loan and
a pledge and security agreement pledging the Equity Collateral as security for the New Mezzanine Loan); and (iii) delivering such
opinions, title endorsements, UCC title insurance policies, documents and/or instruments relating to the Property Documents and
other materials as may be required by Lender or the Rating Agencies. Notwithstanding anything contained herein to the contrary,
Lender shall have the right to apply all payments to the Debt during the continuance of an Event of Default in such order as Lender
determines in its sole discretion and to require that (x) no sums shall be paid to Mezzanine B Lender under the Mezzanine B Loan
or the holder of the New Mezzanine Loan under the New Mezzanine Loan during the existence of an Event of Default, and (y) all Net
Proceeds be applied to the Loan to the exclusion of the Mezzanine B Loan and the New Mezzanine Loan. Provided no Event of Default
exists, prepayments of the Loan and the Mezzanine B Loan made in connection with the Partial Release shall require a ratable prepayment
of the New Mezzanine Loan. The rights and remedies of the holder of the Mezzanine B Loan and the New Mezzanine Loan shall be separate,
distinct and in addition to the rights and remedies of Lender under the Loan.


 






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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 material costs or expenses in the performance of Borrower’s obligations under Sections
11.1, Section 11.6 above or Section 11.8 below other than expenses of Borrower’s counsel, accountants
and consultants.


 


Section
11.8         Syndication. Without limiting Lender’s rights
under Section 11.1, the provisions of this Section 11.8 shall only apply in the event that the Loan is syndicated
in accordance with the provisions of this Section 11.8 set forth below.


 


(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.


 






    	 	 - 109 -	 



     


    

 


(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 Co-Lender. Lender and each Co-Lender shall be liable to
Borrower only for their respective proportionate shares of the Loan.


 


(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 information and certificates required
under Sections 4.12 and 4.13 hereof. Subject in all events to the provisions of Section 17.11(b), 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 Co-Lenders and Participants (including prospective Co-Lenders and Participants).


 


(iv)        Lender
(or an Affiliate of Lender) shall act as administrative agent for itself and the Co-Lenders (together with any successor administrative
agent, the “Agent”) pursuant to this Section 11.8. Borrower acknowledges that Lender, as Agent, shall
have the sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of itself, as Lender
and as agent for itself and the Co-Lenders subject to the terms of the Co-Lending Agreement. Lender acknowledges that Lender, as
Agent, shall retain the exclusive right to grant approvals and give consents with respect to all matters requiring 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 Lender as 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.
Lender may resign as 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, subject to the consent of
Borrower (provided no Event of Default has occurred, which consent shall not be unreasonably withheld, conditioned or delayed).
The term Agent shall mean any successor Agent.


 






    	 	 - 110 -	 



     


    

 


(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, Lender, as Agent, shall have the same rights and powers under this Agreement as any other Co-Lender and may exercise
the same as though it were not Agent, respectively. The term “Co-Lender” or “Co-Lenders” shall, unless
otherwise expressly indicated, include Lender in its individual capacity. Lender 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.


 


(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 order of 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)      Lender,
as Agent, shall maintain at its domestic lending office or at such other location as Lender, as Agent, shall designate in writing
to each 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 Co-Lenders, the amount (and the stated interest) of each Co-Lender’s proportionate
share of the Loan and the name and address of each 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, Lender, as Agent,
and the Co-Lenders may treat each person or entity whose name is recorded in the Register as a Co-Lender hereunder for all purposes
of this Agreement. The Register shall be available for inspection and copying by Borrower or any Co-Lender during normal business
hours upon reasonable prior notice to the Agent. A Co-Lender may change its address and its agent for service of process upon written
notice to Lender, as Agent, which notice shall only be effective upon actual receipt by Lender, as Agent, which receipt will be
acknowledged by Lender, as Agent, upon request.


 






    	 	 - 111 -	 



     


    

 


(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 Lender as 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.


 


(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.


 


(i)          Borrower
agrees to assist Lender in completing a Syndication satisfactory to Lender. Such assistance shall include (i) direct contact between
senior management and advisors of Borrower and Guarantor and the proposed Co-Lenders, (ii) assistance in the preparation of
a confidential information memorandum and other marketing materials to be used in connection with the Syndication, (iii) the hosting,
with Lender, of one or more meetings of prospective Co-Lenders or with the Rating Agencies, (iv) the delivery of appraisals satisfactory
to Lender if required, and (v) working with Lender to procure a rating for the Loan by the Rating Agencies.


 


(ii)         Lender
shall manage all aspects of the Syndication of the Loan, including decisions as to the selection of institutions to be approached
and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations
of the commitments among the Co-Lenders and the amount and distribution of fees among the Co-Lenders. To assist Lender in its Syndication
efforts, Borrower agrees promptly to prepare and provide to Lender all information with respect to Borrower, Mortgage Borrower,
Manager, Guarantor, any Mortgage SPE Component Entity (if any), any SPE Component Entity (if any), the Collateral and the Property
contemplated hereby, including all financial information and projections (the “Projections”), as Lender may
reasonably request in connection with the Syndication of the Loan. Borrower hereby represents and covenants that (i) all information
other than the Projections (the “Information”) that has been or will be made available to Lender by Borrower
or any of their representatives is or will be, when furnished, complete and correct in all material respects and does not or will
not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements contained therein not materially misleading in light of the circumstances under which such statements are made and
(ii) the Projections that have been or will be made available to Lender by Borrower or any of their representatives have been or
will be prepared in good faith based upon reasonable assumptions. Borrower understands that in arranging and syndicating the Loan,
Lender, the Co-Lenders and, if applicable, the Rating Agencies, may use and rely on the Information and Projections without independent
verification thereof.


 






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(iii)        If
required in connection with the Syndication, Borrower hereby agrees to:


 


(A)         amend
the Loan Documents to give Lender the right, at Lender’s sole cost and expense, to have the Property reappraised on an annual
basis;


 


(B)         deliver
updated financial and operating statements and other information reasonably required by Lender to facilitate the Syndication;


 


(C)         deliver
reliance letters reasonably satisfactory to Lender with respect to the environmental assessments and reports delivered to Lender
prior to the Closing Date, which will run to Lender, any Co-Lender and their respective successors and assigns;


 


(D)         execute
modifications to the Loan Documents required by the Co- Lenders; 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; and


 


(E)         if
Lender elects, in its sole discretion, prior to or upon a Syndication, to split the Loan into two or more parts, or the Note into
multiple component notes or tranches which may have different interest rates, principal amounts, payment priorities and maturities,
Borrower agrees to cooperate with Lender in connection with the foregoing and to execute the required modifications and amendments
to the Note, this Agreement and the Loan Documents and to provide opinions necessary to effectuate the same; 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.


 


(c)          Limitation
of Liability. No claim may be made by Borrower, or any other Person against Agent, Lender or any Co-Lenders or the Affiliates,
directors, officers, employees, attorneys or agent of any of such Persons 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 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.


 


(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.


 






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(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.


 


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) or the Collateral (or any part thereof);
(d) any failure of the Property (or any portion thereof) or the Collateral (or any part 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,
management agreement or any Property Document; (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 Pledge Agreement; 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 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 have no 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) Lender (or any purchaser at a foreclosure sale or Lender’s designee of an assignment in lieu of foreclosure) actually
acquired title to the direct ownership interests in Borrower pursuant to a foreclosure of the Pledge Agreement or an assignment
in lieu of foreclosure of the Pledge Agreement that has not been set aside, rescinded or invalidated, whereby Borrower is no longer
the 100% owner of Mortgage Borrower and that such Indemnified Liabilities were not caused by the actions of Borrower or any Affiliate
or agent of Borrower, or (ii) Mezzanine B Lender (or any purchaser at a foreclosure sale or Mezzanine B Lender’s designee
of an assignment in lieu of foreclosure) actually acquired title to the direct ownership interests in Mezzanine A Borrower pursuant
to a foreclosure of the Pledge Agreement (as defined in the Mezzanine B Loan Agreement) or an assignment in lieu of foreclosure
of the Pledge Agreement (as defined in the Mezzanine B Loan Agreement) that has not been set aside, rescinded or invalidated, whereby
Mezzanine B Borrower is no longer the 100% owner of Borrower and that such Indemnified Liabilities were not caused by the actions
of Mezzanine B Borrower or any Affiliate or agent of Mezzanine B Borrower.


 






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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 of the Pledge Agreement, the Note or any of the other Loan Documents (but excluding
any income, franchise or other similar taxes imposed on Lender).


 


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 Lender, reimburse, 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, 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 an assignment in lieu of foreclosure of the Pledge
Agreement.


 


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 Pledge Agreement.


 


Article
13



EXCULPATION


 


Section
13.1         Exculpation.


 


(a)          Subject
to the qualifications below, no recourse shall be had against, Lender shall not enforce the liability and obligation of Borrower
to perform and observe the obligations contained in the Note, this Agreement, the Pledge Agreement 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 Pledge Agreement and the other Loan Documents, or to enable Lender to realize upon Lender’s
interest in the Collateral 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 Collateral and in any other collateral given to Lender, and Lender, by accepting the
Note, this Agreement, the Pledge Agreement 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 Pledge Agreement, 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 any Borrower as a party defendant in any action or suit for foreclosure,
exercise of any power of sale, or an assignment in lieu of foreclosure upon the Collateral or exercise of remedies pursuant to
the Pledge Agreement; (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 Pledge Agreement or 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 Pledge Agreement
or to commence any other appropriate action or proceeding in order for Lender to exercise Lender’s 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 actual out-of-pocket attorneys’
fees and costs reasonably incurred) arising out of or in connection with the following:


 






    	 	 - 116 -	 



     


    

 


(i)          fraud
or intentional misrepresentation by any Borrower Party in connection with the Loan;


 


(ii)         the
willful misconduct of any Borrower Party in connection with the Loan;


 


(iii)        any
litigation or other legal proceeding (including, the raising of defenses) related to the Debt filed or raised by any Borrower Party
that delays, opposes, impedes, obstructs, hinders, enjoins or otherwise interferes with or frustrates the efforts of Lender to
exercise any rights and remedies available to Lender as provided herein and in the other Loan Documents which is found by a court
of competent jurisdiction to be without merit or brought or raised, as applicable, in bad faith;


 


(iv)        intentional
physical waste to the Property in violation of the terms of this Agreement caused by any Borrower Party and/or the removal or disposal
of any portion of the Property in violation of the terms of this Agreement during the continuance of an Event of Default;


 


(v)         the
misappropriation or conversion by any Borrower Party, 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, or (D) any Security Deposits or Rents collected in advance;


 


(vi)        to
the extent there exists sufficient cash flow from the Property to pay Taxes or charges for labor or materials or other charges
that create liens on any portion of the Property, Borrower’s failure to pay or cause Mortgage Borrower to pay such Taxes
or charges (except to the extent (A) sums sufficient to pay such Taxes or charges have been deposited with Mortgage Lender in accordance
with the terms of the Mortgage Loan Agreement or (B) such cash flow is not being made available to Borrower by Mortgage Lender
as a result of Mortgage Lender’s exercise of its remedies under the Mortgage Loan Documents) unless such Taxes or other charges
are being contested as permitted hereunder or under the Mortgage Loan Agreement;


 






    	 	 - 117 -	 



     


    

 


(vii)       to
the extent there exists sufficient cash flow from the Property to pay Insurance Premiums and/or to maintain the Policies in full
force and effect, Borrower’s failure to pay or cause Mortgage Borrower to pay such Insurance Premiums and/or to maintain
the Policies in full force and effect, in each case, as expressly provided herein (except to the (A) extent sums sufficient to
pay such Insurance Premiums and/or to maintain the Policies have been deposited with Mortgage Lender in accordance with the terms
of the Mortgage Loan Agreement or (B) such cash flow is not being made available to Borrower by Mortgage Lender as a result of
Mortgage Lender’s exercise of its remedies under the Mortgage Loan Documents);


 


(viii)      any
Security Deposits which are not delivered to Lender by a Borrower Party following a foreclosure of the Property or action in lieu
thereof, except to the extent any such Security Deposits were (a) delivered to Mortgage Lender in accordance with the Mortgage
Loan Documents or (b) applied in accordance with the terms and conditions of any of the applicable Leases prior to the occurrence
of an Event of Default;


 


(ix)         if
as a result of the actions or inactions of Borrower or its Affiliates or Mortgage Borrower or its Affiliates (including, without
limitation, Mortgage Borrower failing to comply with the terms of such Property Document) any Property Document is (A) materially
modified in a manner adverse to Lender or Mortgage Borrower, (B) terminated, (C) cancelled or (D) otherwise ceases to exist, except
in each of the foregoing cases, if such action or inaction of Borrower or its Affiliates or Mortgage Borrower or its Affiliates
is permitted pursuant to the terms of this Agreement and/or Lender has approved the same;


 


(x)          any
representation, warranty or covenant contained in Article 5 hereof is violated or breached; provided, however, that solely
with respect to a breach of Section 5.1(a)(vii) that arise from Borrower’s or Mortgage Borrower’s failure to
pay trade and operational indebtedness, such breach shall not result in recourse under the Loan pursuant to this clause (x),
if cash flow from the Property available to Borrower and/or Mortgage Borrower is not sufficient to pay such amounts;


 


(xi)         except
as set forth in Section 13.1(b) below, (A) Borrower fails to obtain Lender’s prior consent to any Prohibited Transfer
as required by this Agreement (other than a Permitted Transfer) or (B) any covenant contained in Section 6.6 hereof is violated
or breached;


 


(xii)        any
distributions to Borrower’s direct or indirect legal or beneficial owners after the occurrence and during the continuance
of an Event of Default;


 






    	 	 - 118 -	 



     


    

 


(xiii)       any
liabilities and obligations of Borrower or Mortgage Borrower: (i) accrued or accruing on or prior to any acquisition of title to
the Collateral pursuant to a UCC foreclosure sale, a UCC strict foreclosure, an assignment in lieu of foreclosure or other enforcement
action under the Loan Documents (collectively, an “Equity Collateral Enforcement Action”; and the date on which
an Equity Collateral Enforcement Action is consummated, an “Equity Collateral Transfer Date”) with respect to
indemnification obligations accrued or accruing in favor of Borrower, Mortgage Borrower or any Affiliate of Borrower and/or Mortgage
Borrower (individually and collectively, a “Borrower Control Party”) under any organizational documents of any
Borrower Control Party or any other agreement that was not either approved by Lender or entered into in compliance with this Agreement;
(ii) without duplications of amounts paid or payable pursuant to Section 13.1(a)(iii) above, accrued or accruing prior to,
on or after the Equity Collateral Transfer Date to pay legal fees to legal counsel engaged by any Borrower Control Party prior
to the Equity Collateral Transfer Date if such legal fees were incurred to defend against an enforcement action under the Loan
Documents; or (iii) accrued or accruing prior to, on or after the Equity Collateral Transfer Date under any agreement (a “Third
Party Agreement”) between any Borrower Control Party, on the one hand, and any Person not Affiliated with Mortgage Borrower,
on the other hand, that has been entered into during the continuance of an Event of Default without the prior written approval
of Lender to the extent such prior written approval was required under the Loan Documents (unless such Third Party Agreement has
been assumed in writing by the Person acquiring the Collateral on or after the Equity Collateral Transfer Date);


 


(xiv)      Mortgage
Borrower “opts out” of Article 8 of the UCC;


 


(xv)       Borrower
or any Borrower Party acquires all or any portion of any interest in the Mortgage Loan in violation of Section 4.33(a) hereof
and votes or approves the undertaking of any enforcement action under the Mortgage Loan; and/or


 


(xvi)      Mortgage
Borrower gives notice of termination of the Restricted Account Agreement other than in accordance with Section 8(d) of the Restricted
Account Agreement in effect as of the Closing Date and the Restricted Account Agreement is terminated by Bank as a result of such
notice.


 


(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 that:


 


(i)          a
Bankruptcy Event occurs;


 


(ii)         any
voluntary Sale or Pledge of the Property (other than (i) an easement (except for an easement affecting the Property that interferes
or impairs in a material way Borrower’s ability to use and operate the Property as currently used or that otherwise has a
Material Adverse Effect), (ii) a covenant or restriction that (A) does not interfere with or impair in a material way Borrower’s
ability to use and operate the Property as currently used and (B) does not have a Material Adverse Effect, and (iii) a Lease entered
into at the Property (except for a lease of all or a majority of the Property, a ground lease, or a master lease)), the Collateral
or any direct or indirect interest in Borrower, Mortgage Borrower or Guarantor that results in a failure to comply with the Minimum
Ownership/Control Test, in each case in violation of the terms of this Agreement (but excluding (x) any failure to comply with
the requirements in any of clause (A), (D), (E), (G) or (H) appearing in the definition of “Permitted
Transfer” in Section 6.3 of this Agreement and (y) any violation as a result of a failure of a Mezzanine Lender to
comply with the Intercreditor Agreement);


 






    	 	 - 119 -	 



     


    

 


(iii)        if
Borrower fails to obtain Lender’s prior consent (if and to the extent required under the Loan Documents) to (A) any subordinate
financing or other voluntary liens encumbering the Property that are not considered Permitted Encumbrances hereunder or (B) any
subordinate financing or other voluntary liens encumbering: (1) a direct interest in any subsidiary of Guarantor to the extent
such subsidiary owns a direct or indirect interest in Borrower; or (2) a direct or indirect interest in Borrower if foreclosed
upon would result in the Minimum Ownership/Control Test not being met; and/or


 


(iv)        if
any representation, warranty or covenant contained in Article 5 hereof is violated or breached and such violation or breach
results in the substantive consolidation of the assets and liabilities of Borrower or Mortgage Borrower with the assets and liabilities
of any other Person.


 


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:	North Tower Mezzanine, LLC
	 	c/o Brookfield Property Group
	 	250 Vesey Street, 15th Floor
	 	New York, New York 10281
	 	Attention:  Executive Vice President and General Counsel
	 	 
	With a copy to:	c/o Brookfield Property Group
	 	Brookfield Place
	 	250 Vesey Street, 15th Floor
	 	New York, New York 10281
	 	Attention: Jason Kirschner
	 	 
	With a copy to:	Gibson, Dunn & Crutcher LLP

333 S. Grand Ave, 49th Floor
	 	Los Angeles, California 90071
	 	Attention:  Drew Flowers
	 	 
	If to Lender:	Mirae Asset Daewoo Co., Ltd.



 






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	 	Center1 Building
	 	26, Eulji-ro 5-gil
	 	
        Jung-gu, Seoul

        Republic of Korea

	 	Attention:  Kim, Jihoon
	 	 
	With a copy to:	Lee & Ko
	 	Hanjin Building
	 	
        63 Namdaemun-ro

        Jung-gu, Seoul 04532

        Republic of Korea

	 	Attention:  Paul H.J. Yoon


 


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.


 


Section
15.2         Filing of Financing Statements, etc.


 


(a)          Borrower
forthwith upon the execution and delivery of the Pledge Agreement and thereafter, from time to time, will cause the Pledge Agreement
and any of the other Loan Documents creating a lien or security interest or evidencing the lien hereof upon the Collateral 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 Collateral. 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 Pledge Agreement, and any of the other Loan Documents creating or evidencing a lien or security interest
on the Collateral 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 Pledge Agreement, any deed
of trust or mortgage supplemental hereto, any security instrument with respect to the Collateral 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”.


 






    	 	 - 121 -	 



     


    

 


(b)          Borrower
represents that it has paid all Security Instrument Taxes (if any) imposed upon the execution and recordation of the Pledge Agreement.


 


Section
15.3         Further Acts, etc. Borrower will, at the cost of Borrower,
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 collateral and rights hereby 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 any financing statement, 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 perfect the security interest of Lender in the Collateral. 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 exists or Borrower has
failed to do so after five (5) days written notice has been given to Borrower by Lender of Lender’s interest to exercise
its rights under such power.


 


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
Collateral, 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.


 






    	 	 - 122 -	 



     


    

 


(b)          Intentionally
omitted.


 


(c)          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 Pledge Agreement, 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 Pledge Agreement, 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 their 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.


 


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 Pledge Agreement, the Note and 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 Pledge Agreement, 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 Pledge Agreement, 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 Pledge Agreement, the Note and the
other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.


 






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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 PLEDGE AGREEMENT 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.


 


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 Pledge Agreement, the Note and the other Loan Documents, 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 remedies 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 agree 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 Pledge Agreement
of the Collateral 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 Pledge Agreement 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 Pledge Agreement and on behalf
of all persons to the extent permitted by applicable Legal Requirements.


 






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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, Pledge Agreement 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.


 


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 Pledge Agreement,
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.


 






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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. 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.


 


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:


 


NORTH
TOWER MEZZANINE, LLC

C/O BROOKFIELD PROPERTIES, INC.

250 VESSEY STREET, 15TH FLOOR

NEW YORK, NEW YORK 10281

ATTENTION: GENERAL COUNSEL


 






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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.


 


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), 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) incurred by Lender in accordance with this Agreement in connection with: (i) the preparation, negotiation,
execution and delivery of this Agreement, the Pledge Agreement, 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 Borrower (including without
limitation any opinions reasonably requested by Lender prior to the Closing Date as to any legal matters arising under this Agreement,
the Pledge Agreement, 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 (x) seeking the consent of Lender
as required under this Agreement and (y) 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 Pledge Agreement,
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 Pledge Agreement, the Note and the other Loan Documents; provided, however, that 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.


 






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(b)          In
addition, except as otherwise expressly set forth herein, Borrower covenants and agrees to pay their 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 Pledge Agreement, the Note, the other Loan Documents,
the Property, the Collateral 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 Pledge Agreement, the Note
and the other Loan Documents or with respect to the Property or the Collateral) 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. Borrower shall
not be required to pay for more than one legal counsel in connection with the foregoing unless an actual or perceived conflict
of interest exists or Lender shall have reasonably concluded that there may be legal defenses available to it that are different
from or additional to those available to Lender or any other party. 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 to the extent attributable
to periods when an Event of Default has occurred and is continuing, the Loan is in workout or forbearance or, after a Securitization,
the Loan is otherwise is in “special servicing”.


 






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Section
17.7         Cost of Enforcement. In the event (a) that the Pledge
Agreement is foreclosed in whole or in part, (b) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect
of any Borrower or any of its constituent Persons or an assignment by any Borrower or any of its constituent Persons for the benefit
of its creditors, or (c) Lender properly exercises any of their other remedies under this Agreement, the Security Instrument, the
Note and the other Loan Documents, Borrower shall be chargeable with and agrees 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.


 


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 Pledge Agreement, 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 Lender.


 


(a)          Borrower
and Lender intend that the relationships created under this Agreement, the Pledge Agreement, 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.


 






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(b)          This
Agreement, the Pledge Agreement, the Note and the other Loan Documents are solely for the benefit of Lender and Borrower and nothing
contained in this Agreement, the Pledge Agreement, the Note or the other Loan Documents shall be deemed to confer upon anyone other
than Lender and 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 Lender’s 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.


 


(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 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 Pledge Agreement 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 Pledge Agreement 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 does not undertake any responsibility to Borrower to review or inform Borrower
of any matter in connection with any phase of Borrower’s business or operations.


 






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Section
17.11         Publicity; Confidentiality.


 


(a)          Publicity.
All news releases, publicity or advertising by Borrower, Lender or their Affiliates through any media intended to reach the general
public which refers to this Agreement, the Note, the Pledge Agreement or the other Loan Documents or the financing evidenced by
this Agreement, the Note, the Pledge Agreement or the other Loan Documents, 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. 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.


 


(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: (a) to any of its Affiliates (provided any such
Affiliate shall agree to keep such information confidential in accordance with the terms of this Section); (b) as reasonably
requested by any bona fide Co-Lender, 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); (c) as required or requested by any Governmental Authority or representative thereof or pursuant
to legal process or in connection with any legal proceedings; (d) to 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); (e) if
an Event of Default exists, to any other Person, as deemed reasonably necessary by Lender in connection with the exercise by Lender
of rights hereunder or under any of the other Loan Documents; and (f) 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 Lender on a non-confidential basis
from a source other than the Borrower or any Affiliate of Borrower.


 


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 of any of such Persons
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.


 






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Section
17.13         Conflict; Construction of Documents; Reliance. In
the event of any conflict between the provisions of this Agreement and the Pledge Agreement, 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 Pledge Agreement and the other
Loan Documents and this Agreement, the Note, the Pledge Agreement 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 them 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.


 


Section
17.14         Entire Agreement. This Agreement, the Note, the Pledge
Agreement 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 Pledge Agreement 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 and 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.


 






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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 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 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 arms-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, as applicable, agreed in writing with any such Borrower Party to such assurances,
waivers, statements, actions or modifications. Borrower acknowledges and agrees that Lender may, in their 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. Subject to Section 2.12 hereof and
in addition to any rights and remedies of Lender provided by this Agreement and by law, is hereby authorized by Borrower, at any
time while an Event of Default exists, 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 Lender or any affiliate of 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, Mortgage Lender and
Mezzanine B 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 Mortgage Loan, the Mezzanine B Loan, Borrower,
Mortgage Borrower, Mezzanine B Borrower, the Collateral and the Property. Borrower hereby acknowledges and agrees that (i) such
Intercreditor Agreement is intended solely for the benefit of Lender, Mortgage Lender and Mezzanine B Lender and (ii) Borrower,
Mortgage Borrower and Mezzanine B 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. Lender, Mortgage Lender and Mezzanine B Lender shall have no
obligation to disclose to 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.


 






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Section
17.20         Lender’s Discretion. Except as set forth herein,
if any action, proposed action or other decision is consented to or approved by the Mortgage Lender, such consent or approval shall
not be binding or controlling on Lender.


 


Section
17.21         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.


 


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TEXT ON THIS PAGE]


 




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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:
	 	 
	 	NORTH TOWER MEZZANINE, LLC
	 	a Delaware limited liability company
	 	 	 
	 	By:	North Tower Mezzanine II, LLC,
	 	 	a Delaware limited liability company
	 	 	its Sole and Managing Member
	 	 	 	 
	 	 	By:	/s/ Jason Kirschner
	 	 	 	Name:  	Jason Kirschner
	 	 	 	Title:	Senior Vice President, Finance


 


[SIGNATURES CONTINUE ON NEXT PAGE]


 


	Mezzanine A Loan Agreement	333 South Grand Refinance






 




    	 	 	 



     


    

 


	 	LENDER:
	 	 
	 	Mirae Asset Daewoo Co., Ltd.
	 		 
	 	By:	/s/ Yang, Wan-Gyu
	 	 	Name:	Yang, Wan-Gyu
	 	 	Title:	Managing Director
	 	 	 	 
	 	Address for notices and Lending Office:
	 	 
	 	Mirae Asset Daewoo Co., Ltd.
	 	Center1 Building
	 	26, Eulji-ro 5-gil
	 	Jung-gu, Seoul
	 	Republic of Korea
	 	Attention:  Kim, Jihoon
	 	Title: Manager


 


	Mezzanine A Loan Agreement	333 South Grand Refinance



 




    	 	 	 



     


    

 


SCHEDULE
I


 


INTENTIONALLY
OMITTED


 




    	 	 	 



     


    

 


SCHEDULE
II


 


Intentionally
Omitted


 




    	 	 	 



     


    

 


SCHEDULE
III


 


ORGANIZATIONAL
CHART


 


(attached hereto)


 




    	 	 	 



     


    

 





 




    	 	 	 



     


    

 


SCHEDULE
Iv


 


DESCRIPTION
OF REA’S


 


That
certain Amended and Restated Reciprocal Easement and Operating Agreement executed by North Tower LLC, a Delaware limited liability
company and Maguire Properties-355 S. Grand, LLC, a Delaware limited liability company, dated as of September 20, 2018 and recorded
on September 20, 2018 as Instrument no. 2018-0965383 in the official records of Los Angeles County, California.


 




    	 	 	 



     


    

 


SCHEDULE
V


 


INTENTIONALLY
OMITTED


 




    	 	 	 



     


    

 


SCHEDULE
Vi


 


INTENTIONALLY
OMITTED 


 




    	 	 	 



     


    

 


SCHEDULE
VII


 


DISCLOSURES


 


NONE


 




    	 	 	 



     


    

 


EXHIBIT
A


 


Intentionally Omitted


 




    	 	 	 



     


    

 


EXHIBIT
B


 


Atrium Parcel


 


(attached hereto)