Exhibit 10.6


  





 



  


LOAN AGREEMENT


 





 



 


Dated as of September 21, 2018


 


Among


 


NORTH TOWER, LLC,


as Borrower


 


THE FINANCIAL INSTITUTIONS PARTY HERETO
AND THEIR 

ASSIGNEES UNDER SECTION 18.15, 

as Lenders,


 


CITIBANK, N.A.,

as Administrative Agent


 


and


 


CITIGROUP GLOBAL MARKETS INC. and
NATIXIS, NEW YORK BRANCH,

as Joint Lead Arranger


 




     


     


    

 


table
of contents


 


	 	 	Page Nos.
	 	 	 
	Article 1  DEFINITIONS; PRINCIPLES OF CONSTRUCTION	1
	 	 	 
	Section 1.1	Definitions	1
	 	 	 
	Section 1.2	Principles of Construction	44
	 	 	 
	Article 2  GENERAL TERMS	44
	 	 	 
	Section 2.1	Loan Commitment; Disbursement to Borrower	44
	 	 	 
	Section 2.2	The Loan	45
	 	 	 
	Section 2.3	Disbursement to Borrower	45
	 	 	 
	Section 2.4	The Note and the Other Loan Documents	45
	 	 	 
	Section 2.5	Interest Rate	45
	 	 	 
	Section 2.6	Loan Payments	55
	 	 	 
	Section 2.7	Prepayments	57
	 	 	 
	Section 2.8	Interest Rate Cap Agreement	59
	 	 	 
	Section 2.9	Extension of the Maturity Date	62
	 	 	 
	Section 2.10	Partial Release	63
	 	 	 
	Section 2.11	Pro Rata Treatment	66
	 	 	 
	Section 2.12	Sharing of Payments, Etc	66
	 	 	 
	Section 2.13	Several Obligations	66
	 	 	 
	Article 3  REPRESENTATIONS AND WARRANTIES	67
	 	 	 
	Section 3.1	Legal Status and Authority	67
	 	 	 
	Section 3.2	Validity of Documents	67
	 	 	 
	Section 3.3	Litigation	68
	 	 	 
	Section 3.4	Agreements	68
	 	 	 
	Section 3.5	Financial Condition	69
	 	 	 
	Section 3.6	Intentionally Omitted	69
	 	 	 
	Section 3.7	No Plan Assets	69
	 	 	 
	Section 3.8	Not a Foreign Person	69
	 	 	 
	Section 3.9	Intentionally Omitted	69
	 	 	 
	Section 3.10	Business Purposes	69
	 	 	 
	Section 3.11	Borrower’s Principal Place of Business	70
	 	 	 
	Section 3.12	Status of Property	70
	 	 	 
	Section 3.13	Financial Information	72


 




    	 	-  i -	 



     

    

 


	Section 3.14	Condemnation	72
	 	 	 
	Section 3.15	Separate Lots	72
	 	 	 
	Section 3.16	Insurance	72
	 	 	 
	Section 3.17	Use of Property	72
	 	 	 
	Section 3.18	Leases and Rent Roll	73
	 	 	 
	Section 3.19	Filing and Recording Taxes	74
	 	 	 
	Section 3.20	Management Agreement	74
	 	 	 
	Section 3.21	Illegal Activity/Forfeiture	74
	 	 	 
	Section 3.22	Taxes	74
	 	 	 
	Section 3.23	Permitted Encumbrances	74
	 	 	 
	Section 3.24	Third Party Representations	74
	 	 	 
	Section 3.25	Non-Consolidation Opinion Assumptions	74
	 	 	 
	Section 3.26	Federal Reserve Regulations	75
	 	 	 
	Section 3.27	Investment Company Act	75
	 	 	 
	Section 3.28	Fraudulent Conveyance	75
	 	 	 
	Section 3.29	Embargoed Person	75
	 	 	 
	Section 3.30	Patriot Act and OFAC Regulations.	76
	 	 	 
	Section 3.31	Organizational Chart	76
	 	 	 
	Section 3.32	Bank Holding Company	76
	 	 	 
	Section 3.33	Intentionally Omitted	77
	 	 	 
	Section 3.34	Property Documents	77
	 	 	 
	Section 3.35	No Change in Facts or Circumstances; Disclosure	77
	 	 	 
	Article 4  BORROWER COVENANTS	78
	 	 	 
	Section 4.1	Existence	78
	 	 	 
	Section 4.2	Legal Requirements	78
	 	 	 
	Section 4.3	Maintenance and Use of Property	79
	 	 	 
	Section 4.4	Waste	79
	 	 	 
	Section 4.5	Property Taxes and Other Charges	80
	 	 	 
	Section 4.6	Litigation	81
	 	 	 
	Section 4.7	Access to Property	81
	 	 	 
	Section 4.8	Notice of Default	81
	 	 	 
	Section 4.9	Cooperate in Legal Proceedings	81
	 	 	 
	Section 4.10	Performance by Borrower	81
	 	 	 
	Section 4.11	Intentionally Omitted	81


 




    	 	-  ii -	 



     

    

 


	Section 4.12	Books and Records	81
	 	 	 
	Section 4.13	Estoppel Certificates	83
	 	 	 
	Section 4.14	Leases and Rents	84
	 	 	 
	Section 4.15	Management Agreement	86
	 	 	 
	Section 4.16	Payment for Labor and Materials	88
	 	 	 
	Section 4.17	Performance of Other Agreements	88
	 	 	 
	Section 4.18	Debt Cancellation	89
	 	 	 
	Section 4.19	ERISA	89
	 	 	 
	Section 4.20	No Joint Assessment	89
	 	 	 
	Section 4.21	Alterations	90
	 	 	 
	Section 4.22	Property Documents	91
	 	 	 
	Article 5  ENTITY COVENANTS	92
	 	 	 
	Section 5.1	Single Purpose Entity/Separateness	92
	 	 	 
	Section 5.2	Independent Manager	97
	 	 	 
	Section 5.3	Change of Name, Identity or Structure	98
	 	 	 
	Section 5.4	Business and Operations	98
	 	 	 
	Section 5.5	Recycled Entity	99
	 	 	 
	Article 6  NO SALE OR ENCUMBRANCE	99
	 	 	 
	Section 6.1	Transfer Definitions	99
	 	 	 
	Section 6.2	No Sale/Encumbrance	99
	 	 	 
	Section 6.3	Permitted Transfers	101
	 	 	 
	Section 6.4	Intentionally Omitted	102
	 	 	 
	Section 6.5	Intentionally Omitted	102
	 	 	 
	Section 6.6	Economic Sanctions, Anti-Money Laundering, OFAC, Patriot Act and Transfers	102
	 	 	 
	Article 7  INSURANCE; CASUALTY; CONDEMNATION; RESTORATION	102
	 	 	 
	Section 7.1	Insurance	102
	 	 	 
	Section 7.2	Casualty	108
	 	 	 
	Section 7.3	Condemnation	109
	 	 	 
	Section 7.4	Restoration	109
	 	 	 
	Section 7.5	Distributions to Net Proceeds to Mezzanine Lender	114
	 	 	 
	Article 8  RESERVE FUNDS	114
	 	 	 
	Section 8.1	Intentionally Omitted	114
	 	 	 
	Section 8.2	Replacement Reserve Funds	114
	 	 	 
	Section 8.3	Leasing Reserve Funds	116


 




    	 	-  iii -	 



     

    

 


	Section 8.4	Operating Expense Funds	117
	 	 	 
	Section 8.5	Excess Cash Flow Funds	117
	 	 	 
	Section 8.6	Tax and Insurance Funds	118
	 	 	 
	Section 8.7	The Accounts Generally	119
	 	 	 
	Section 8.8	Letters of Credit	122
	 	 	 
	Section 8.9	Unfunded Obligations Reserve Funds	123
	 	 	 
	Section 8.10	Specified Tenant Space Leasing Reserve Funds	124
	 	 	 
	Article 9  CASH MANAGEMENT	124
	 	 	 
	Section 9.1	Establishment of Certain Accounts	124
	 	 	 
	Section 9.2	Deposits into the Restricted Account; Maintenance of Restricted Account	125
	 	 	 
	Section 9.3	Disbursements from the Cash Management Account	127
	 	 	 
	Section 9.4	Withdrawals from the Debt Service Account	128
	 	 	 
	Section 9.5	Withdrawals from the Mezzanine A Debt Service Account	128
	 	 	 
	Section 9.6	Withdrawals from the Mezzanine B Debt Service Account	128
	 	 	 
	Section 9.7	Payments Received Under this Agreement	128
	 	 	 
	Section 9.8	Distributions to Mezzanine Borrower	129
	 	 	 
	Section 9.9	Lender Reliance	129
	 	 	 
	Article 10  EVENTS OF DEFAULT; REMEDIES	129
	 	 	 
	Section 10.1	Event of Default	129
	 	 	 
	Section 10.2	Remedies	133
	 	 	 
	Article 11  SECONDARY MARKET	136
	 	 	 
	Section 11.1	Securitization	136
	 	 	 
	Section 11.2	Disclosure	139
	 	 	 
	Section 11.3	Reserves/Escrows	142
	 	 	 
	Section 11.4	Intentionally Omitted	142
	 	 	 
	Section 11.5	Rating Agency Costs	142
	 	 	 
	Section 11.6	New Mezzanine Option	142
	 	 	 
	Section 11.7	Costs and Expenses	143
	 	 	 
	Article 12  INDEMNIFICATIONS	143
	 	 	 
	Section 12.1	General Indemnification	143
	 	 	 
	Section 12.2	Mortgage and Intangible Tax Indemnification	144
	 	 	 
	Section 12.3	ERISA Indemnification	144
	 	 	 
	Section 12.4	Duty to Defend, Legal Fees and Other Fees and Expenses	145
	 	 	 
	Section 12.5	Survival	145
	 	 	 
	Section 12.6	Environmental Indemnity	145


 




    	 	-  iv -	 



     

    

 


	Article 13  EXCULPATION	146
	 	 	 
	Section 13.1	Exculpation	146
	 	 	 
	Article 14  NOTICES	149
	 	 	 
	Section 14.1	Notices	149
	 	 	 
	Section 14.2	Funds Transfer Disbursements	150
	 	 	 
	Section 14.3	Electronic Delivery of Certain Information	151
	 	 	 
	Section 14.4	Possession of Documents	151
	 	 	 
	Article 15  FURTHER ASSURANCES	152
	 	 	 
	Section 15.1	Replacement Documents	152
	 	 	 
	Section 15.2	Recording of Security Instrument, etc	152
	 	 	 
	Section 15.3	Further Acts, etc	153
	 	 	 
	Section 15.4	Changes in Tax, Debt, Credit and Documentary Stamp Laws	153
	 	 	 
	Article 16  WAIVERS	154
	 	 	 
	Section 16.1	Remedies Cumulative; Waivers	154
	 	 	 
	Section 16.2	Modification, Waiver, Consents and Approvals in Writing	154
	 	 	 
	Section 16.3	Delay Not a Waiver	154
	 	 	 
	Section 16.4	Waiver of Trial by Jury	155
	 	 	 
	Section 16.5	Waiver of Notice	155
	 	 	 
	Section 16.6	Remedies of Borrower	155
	 	 	 
	Section 16.7	Marshalling and Other Matters	155
	 	 	 
	Section 16.8	Waiver of Statute of Limitations	156
	 	 	 
	Section 16.9	Waiver of Counterclaim	156
	 	 	 
	Section 16.10	Sole Discretion of Administrative Agent and Lenders	156
	 	 	 
	Article 17  MISCELLANEOUS	156
	 	 	 
	Section 17.1	Survival	156
	 	 	 
	Section 17.2	Governing Law	157
	 	 	 
	Section 17.3	Headings	158
	 	 	 
	Section 17.4	Severability	158
	 	 	 
	Section 17.5	Preferences	158
	 	 	 
	Section 17.6	Expenses	159
	 	 	 
	Section 17.7	Cost of Enforcement	160
	 	 	 
	Section 17.8	Schedules and Exhibits Incorporated	161
	 	 	 
	Section 17.9	Offsets, Counterclaims and Defenses	161



 






    	 	-  v -	 



     

    

  


	Section 17.10	No Joint Venture or Partnership; No Third Party Beneficiaries; Non Liability of Administrative Agent and Lenders	161
	 	 	 
	Section 17.11	Publicity; Confidentiality	162
	 	 	 
	Section 17.12	Limitation of Liability	163
	 	 	 
	Section 17.13	Conflict; Construction of Documents; Reliance	164
	 	 	 
	Section 17.14	Entire Agreement	164

	 	 	 
	Section 17.15	Liability	164
	 	 	 
	Section 17.16	Duplicate Originals; Counterparts	164
	 	 	 
	Section 17.17	Brokers	165
	 	 	 
	Section 17.18	Set-Off	165
	 	 	 
	Section 17.19	Intercreditor Agreement	165
	 	 	 
	Section 17.20	Intentionally Omitted	166
	 	 	 
	Section 17.21	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	166
	 	 	 
	Article 18  ADMINISTRATIVE AGENT; RELATIONS AMONG LENDERS	167
	 	 	 
	Section 18.1	Appointment and Authorization	167
	 	 	 
	Section 18.2	Citi as Lender	168
	 	 	 
	Section 18.3	Collateral Matters; Protective Advances	168
	 	 	 
	Section 18.4	Post-Foreclosure Plans	169
	 	 	 
	Section 18.5	Approval of Lenders	170
	 	 	 
	Section 18.6	Notice of Defaults	170
	 	 	 
	Section 18.7	Administrative Agent’s Reliance	171
	 	 	 
	Section 18.8	Indemnification of Administrative Agent	172
	 	 	 
	Section 18.9	Lender Credit Decision, Etc	172
	 	 	 
	Section 18.10	Successor Administrative Agent	173
	 	 	 
	Section 18.11	Titled Parties	173
	 	 	 
	Section 18.12	Amendment of Administrative Agent’s Duties, Etc	174
	 	 	 
	Section 18.13	Defaulting Lenders	174
	 	 	 
	Section 18.14	Participations	176
	 	 	 
	Section 18.15	Assignments	177
	 	 	 
	Section 18.16	Federal Reserve Bank Assignments; German Covered Bonds	177
	 	 	 
	Section 18.17	Information to Assignee, Etc	178
	 	 	 
	Section 18.18	Amendments and Waivers	178
	 	 	 
	Section 18.19	Servicer	180
	 	 	 
	Section 18.20	Removal of the Administrative Agent	180
	 	 	 
	Section 18.21	Intentionally Omitted	181


 




    	 	-  vi -	 



     

    

 


	Section 18.22	Loan Pledgees	181
	 	 	 
	Section 18.23	Intentionally Omitted	181
	 	 	 
	Section 18.24	Surveillance	181
	 	 	 
	Section 18.25	Intentionally Omitted	181
	 	 	 
	Section 18.26	Syndication Costs	181
	 	 	 
	Section 18.27	Tax Efficient Structuring.	182


 


	SCHEDULES AND EXHIBITS
	Schedule I	Proposed Terms of Amendment to Convene Lease
	Schedule II	Intentionally Omitted
	Schedule III	Organizational Chart
	Schedule IV	Description of REAs
	Schedule V	Intentionally Omitted
	Schedule VI	Commitment Amounts
	Schedule VII	Disclosures
	Schedule VIII	Unfunded Obligations
	Schedule IX	Permitted Alterations Project Description
	 	 
	Exhibit A	Form of Notice Letter—Tenants
	Exhibit B	Atrium Parcel 
	Exhibit C	Form of Assignment and Assumption Agreement
	Exhibit D	Promissory Note
	Exhibit E	Form of Subordination, Non-Disturbance And Attornment Agreement


 




    	 	-  vii -	 



     

    

 


LOAN AGREEMENT


 


THIS LOAN AGREEMENT,
dated as of September 21, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”),
among CITIBANK, N.A., having an address at 388 Greenwich Street, 6th Floor, New York, New York 10013, as administrative
agent, for the benefit of Lenders (in such capacity, together with its successors and/or assigns, “Administrative Agent”),
EACH OF THE FINANCIAL INSTITUTIONS INITIALLY A SIGNATORY HERETO AND EACH OTHER FINANCIAL INSTITUTION WHO MAY BECOME A LENDER
PURSUANT TO SECTION 18.15 HEREOF (together with their successors and permitted assigns, each a “Lender”
and, collectively, “Lenders”), CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and Natixis,
New York Branch, a branch of Natixis S.A., a société anonyme à conseil d 'administration, organized
and existing under the laws of France (“Natixis”; together with CGMI, “Joint Lead Arranger”),
and NORTH TOWER, 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:


 


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


 


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


 


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


 


Article
1



DEFINITIONS; PRINCIPLES OF CONSTRUCTION


 


Section
1.1           Definitions.


 


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


 


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


 


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


 




     

     


    

 


“Accounts”
shall mean the Cash Management Account, the Debt Service Account, the Restricted Account, the Tax Account, the Insurance Account,
the Replacement Reserve Account, the Leasing Reserve Account, the Specified Tenant Space Leasing Reserve Account, the Excess Cash
Flow Account, the Operating Expense Account, the Unfunded Obligations Reserve Account, the Mezzanine Debt Service Account and any
other account established by this Agreement or the other Loan Documents.


 


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


 


“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)	 










 


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


 


“Administrative
Agent Questionnaire” means the Administrative Agent Questionnaire completed by each Lender and delivered to Administrative
Agent in a form supplied by Administrative Agent to Lenders from time to time.


 


“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, Mezzanine A 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 and (b) Mezzanine
Debt Service.


 


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


 


“Allocated
Loan Amount” shall mean $22,371,317.00.


 


“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 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 Administrative Agent.


 


“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 Administrative Agent.


 


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


 


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


 


“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 Administrative Agent and the Rating Agencies.


 




    	 	- 3 -	 



     


    

 


“Approved
Operating Expense” shall mean an operating expense of the Property (i) set forth on the Approved Annual Budget, (ii)
for real estate taxes, Insurance Premiums, electric, gas, oil, water, sewer or other utility service, (iii) actual property management
fees due and payable to the Manager under the Management Agreement, such amount not to exceed two and three quarters percent (2.75%)
of Net Rental Income or (iv) that has been approved by Administrative Agent, such approval not to be unreasonably withheld or delayed.


 


“Assignee”
shall have the meaning set forth in Section 18.15 hereof.


 


“Assignment
and Assumption” shall mean an Assignment and Assumption Agreement among a Lender, an Assignee and Administrative Agent,
substantially in the form of Exhibit C attached hereto and made a part hereof.


 


“Assignment
of Leases and Rents” shall mean that certain first priority Assignment of Leases and Rents executed and delivered by
Borrower as security for the Loan and encumbering the Property (or any portion thereof), as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time.


 


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


 


“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.


 


“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.


 


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


 




    	 	- 4 -	 



     


    

 


“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 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 or any SPE Component Entity shall make a general assignment for the benefit
of its creditors (except to Administrative Agent for the benefit of Lenders) 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 or any SPE Component Entity under the Bankruptcy Code or any other Creditors Rights Laws, or shall solicit or cause to
be solicited or shall collude with petitioning creditors for any involuntary petition under the Bankruptcy Code or any other Creditors
Rights Laws against Borrower or any SPE Component Entity or (B) any case, proceeding or other action seeking issuance of a warrant
of attachment, execution, distraint or similar process against all or any substantial part of Borrower’s or any SPE Component
Entity’s assets; (iv) Borrower or any SPE Component Entity shall file an answer consenting to or otherwise acquiescing in
(i.e., failing to object to such filing to the extent Borrower has standing and a good faith basis to object) or joining in any
involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Creditors Rights Laws, or shall
solicit or cause to be solicited or shall collude with petitioning creditors for any involuntary petition against it from any Person;
(v) any Restricted Party (or Affiliate thereof) shall consent to or acquiesce in (i.e., failing to object to such filing to the
extent such Restricted Party (or Affiliate thereof) has standing and a good faith basis to object) or shall join in an application
for the appointment of a custodian, receiver, trustee, or examiner for Borrower or any SPE Component Entity or any portion of the
Property; (vi) any Restricted Party (or Affiliate thereof) contests or opposes any motion made by Administrative Agent or
Lenders 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 Lenders receive
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 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.


 


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


 


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


 


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


 




    	 	- 5 -	 



     


    

 


“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 Administrative Agent in its calculation of Underwritable Cash Flow and the
components thereof, in each case, based upon Administrative Agent’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
Account” shall have the meaning set forth in Section 9.1 hereof.


 


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


 


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


 


“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.


 


“China Construction”
shall mean China Construction Bank Corporation, New York Branch, in its individual capacity as a Lender.


 


“Citi”
shall mean Citibank, N.A., in its individual capacity as a Lender and not as Administrative Agent.


 




    	 	- 6 -	 



     


    

 


“Closing Date”
shall mean the date hereof.


 


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


 


“Completion
Guaranty” shall mean that certain Completion Guaranty, dated as of the date hereof, from Guarantor to Administrative
Agent (for the benefit of Lenders), 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.


 


“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.


 




    	 	- 7 -	 



     


    

 


“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 Administrative Agent on behalf of itself and Lenders and all sums (if any)
due to Lenders in respect of the Loan under the Note, this Agreement or the other Loan Documents (including, without limitation,
all costs and expenses payable to Administrative Agent and/or any 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
Account” shall have the meaning set forth in Section 9.1 hereof.


 


“Debt Service
Coverage Ratio” shall mean the ratio calculated by Administrative Agent 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 Administrative Agent assuming that the Loan and the Mezzanine
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 Administrative Agent 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 and
the Mezzanine Loans 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 Administrative Agent 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: “ADMINISTRATIVE
AGENT’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT
BETWEEN THE UNDERSIGNED AND ADMINISTRATIVE AGENT” and the envelope containing the Initial Notice shall have been marked “PRIORITY-DEEMED
APPROVAL MAY APPLY”; (iii) Administrative Agent 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: “ADMINISTRATIVE AGENT’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 ADMINISTRATIVE AGENT” and the envelope containing the
Second Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”; and (v) Administrative Agent 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, Administrative Agent requesting additional and/or clarified meaningful and material information
(as determined by Administrative Agent in good faith), in addition to approving or denying any request (in whole or in part), shall
be deemed a substantive response by Administrative Agent for purposes of the foregoing.


 




    	 	- 8 -	 



     


    

 


“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 Trigger
Period” shall mean a period (A) commencing upon the occurrence and continuance of an Event of Default and (B) expiring
upon the cure (if applicable) or waiver by Lender in writing of such Event of Default; provided, however, such period shall not
commence unless and until notice of commencement of such period is delivered to Borrower (provided that, to the extent Borrower
is copied on any such notice, any notice given by Administrative Agent to Bank requesting that funds on deposit in the Restricted
Account be transferred to the Cash Management Account shall be deemed to constitute a notice to Borrower of commencement of such
period).


 


“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.


 


“Defaulting
Lender” shall have the meaning set forth in Section 18.13(a) hereof.


 


“Defaulting
Pfandbrief Lender” shall have the meaning set forth in Section 18.13(a) hereof.


 


“Defaulting
Pfandbrief Lender Consent Actions” shall have the meaning set forth in Section 18.13(a) hereof.


 


“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.








 




    	 	- 9 -	 



     


    

 


“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.


 


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


 


“Eligible
Assignee” means any Person that is: (a) an Existing Lender; (b) an Affiliate or Fund Affiliate of an Existing Lender;
(c) a commercial bank organized under the laws of the United States of America, or any State thereof, respectively, and having
total assets in excess of Five Hundred Million and No/100 Dollars ($500,000,000.00); (d) a savings and loan association or savings
bank organized under the laws of the United States of America, or any State thereof, and having total assets in excess of Five
Hundred Million and No/100 Dollars ($500,000,000.00); (e) a commercial bank organized under the laws of any other country that
is a member of the Organization for Economic Co-operation and Development or has concluded special lending arrangements with the
International Monetary Fund associated with its General Arrangements to Borrow, or a political subdivision of any such country,
and having total assets in excess of Five Hundred Million and No/100 Dollars ($500,000,000.00), so long as such bank is acting
through a branch or agency located in the United States; (f) the central bank of any country that is a member of the Organization
for Economic Co-operation and Development; (g) a finance company, insurance company or other financial institution or fund (whether
a corporation, partnership, trust or other entity) that is engaged in making, purchasing or otherwise investing in commercial loans
in the ordinary course of its business and having total assets in excess of Five Hundred Million and No/100 Dollars ($500,000,000.00);
and (h) any other Person approved by Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed);
provided, however, that no Borrower Party or any Affiliate of any Borrower Party shall qualify as an Eligible Assignee under this
definition.


 


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


 




    	 	- 10 -	 



     


    

 


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


 


“Environmental
Indemnity” shall mean that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower
and Guarantor in connection with the Loan for the benefit of Administrative Agent 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.


 


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


 


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


 


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


 


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


 


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


 


“Excluded
Taxes” shall mean any of the following Taxes imposed on or with respect to Administrative Agent or any Lender or required
to be withheld or deducted from a payment to Administrative Agent or 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 or Individual Loan Commitment pursuant to a law in effect on the date on which (i) such Lender
acquires such interest in the Loan or Individual Loan Commitment (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.


 




    	 	- 11 -	 



     


    

 


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


 


“Existing
Lender” shall mean, individually and/or collectively, as the context may require, each Lender hereunder as of the date
of determination.


 


“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.


 


“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 Administrative Agent.


 


“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.


 


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


 


“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.


 




    	 	- 12 -	 



     


    

 


“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 Borrower either reserves with Administrative Agent a sum equal to the excess
free rent or Guarantor provides a guaranty of such excess free rent to Administrative Agent (for the benefit of Lenders); 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 Borrower has not provided a reserve or guaranty to Administrative Agent 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.


 


“Fund Affiliate”
shall mean, with respect to any Existing Lender that is a fund that invests in bank loans, any other fund that invests in bank
loans and is advised or managed by the same investment advisor as such Existing Lender or by an Affiliate of such investment advisor.


 


“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 (as predecessor in interest to Borrower), 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 Administrative Agent,
Borrower, Guarantor, Administrative Agent and Lenders shall negotiate promptly, diligently and in good faith in order to amend
the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially
the same financial tests or restrictions of Borrower as in effect prior to such accounting change, as determined by the Requisite
Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by Borrower, Guarantor,
Administrative Agent and the Requisite Lenders, 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).


 




    	 	- 13 -	 



     


    

 


“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, the Specified Tenant Trigger
Cure Guaranty (if delivered to Lender pursuant to the terms hereof) 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.


 


“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. For the avoidance of doubt, the foregoing shall not be construed to prohibit Borrower from incurring the Permitted Alterations
Obligations.


 


“Indemnifiable
Amounts” shall have the meaning set forth in Section 11.8 hereof.


 


“Indemnified
Parties” shall mean (a) Administrative Agent and any Affiliate of Administrative Agent, (b) each Lender, (c) any successor
owners or holders of the Loan or participations in the Loan pursuant to Sections 18.14 and/or 18.15 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 Administrative Agent, any Affiliate of Administrative Agent,
any Lender or any Affiliates of Lender) that acquires the Property or any portion thereof (i) at a foreclosure sale or pursuant
to a deed in lieu thereof or any similar transaction under applicable Legal Requirements or (ii) following an event described in
foregoing clause (i), from Administrative Agent, an Affiliate of Administrative Agent, Lender or an Affiliate of Lender.


 




    	 	- 14 -	 



     


    

 


“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.


 


“Individual
Loan Commitment” shall mean, with respect to each Lender, the amount set forth opposite the name of such Lender on Schedule
VI attached hereto and made a part hereof or as set forth in the applicable Assignment and Assumption Agreement, as the same
may be reduced or increased from time to time pursuant to the terms of this Agreement or as appropriate to reflect any assignments
to or by any Lender effectuated in accordance with the provisions of Section 18.15 hereof).


 


“Initial Maturity
Date” shall mean October 9, 2020.


 


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


 


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


 


“Insurance
Payment Date” shall mean, with respect to any applicable Policies, the date occurring thirty (30) days prior to the date
the applicable Insurance Premiums associated therewith are due and payable.


 


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


 


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


 


“Interest
Bearing Accounts” shall mean the following Reserve Accounts: the Tax Account, the Insurance Account, the Replacement
Reserve Account, the Leasing Reserve Account, the Operating Expense Account, the Specified Tenant Space Leasing Reserve Account,
the Excess Cash Flow Account, the Unfunded Obligations Reserve Account and any other account established by this Agreement or the
other Loan Documents (but specifically excluding the Cash Management Account, the Restricted Account, the Debt Service Account
and the Mezzanine Debt Service Account).


 




    	 	- 15 -	 



     


    

 


“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 Administrative Agent 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.


 


“Joint Lead
Arranger” shall have the meaning set forth in the first paragraph hereof.


 


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


 


“LBBW”
shall mean Landesbank Baden-Württemberg, New York Branch, in its individual capacity as a Lender.


 


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


 


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


 


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


 


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


 




    	 	- 16 -	 



     


    

 


“Leasing Reserve
Monthly Deposit” shall have the meaning set forth in Section 8.3 hereof.


 


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


 


“Lender”
and “Lenders” 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.


 


“Lending Office”
means, for each Lender, the office of such Lender specified in such Administrative Agent Questionnaire or in the applicable Assignment
and Assumption Agreement, or such other office of such Lender as such Lender may notify Administrative Agent in writing from time
to time.


 


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


 


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


 




    	 	- 17 -	 



     


    

 


“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, Administrative Agent shall request the principal London office of any four major reference banks in the London interbank
market selected by Administrative Agent 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, Administrative Agent shall request any three major banks in New York City selected by Administrative
Agent 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%). Administrative Agent’s computation of LIBOR shall be conclusive and binding on Borrower and Lenders 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 Administrative Agent 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.


 


“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 1.65%.


 


“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.


 


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


 


“Loan Amount”
shall mean the sum of Four Hundred Million and No/100 Dollars ($400,000,000.00).


 


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


 


“Loan Documents”
shall mean, collectively, this Agreement, the Note, the Security Instrument, the Environmental Indemnity, the Assignment of Leases
and Rents, the Assignment 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.


 




    	 	- 18 -	 



     


    

 


“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 Administrative Agent or any Lender.


 


“Low Cash
Flow Period” shall mean a period (A) commencing upon the Debt Yield (tested quarterly) falling below (i) 6.25% during
the initial term of the Loan and the first Extension Period, (ii) 6.50% during the second Extension Period, and (iii) 6.75% during
the third Extension Period; and (B) expiring upon, the date that the Debt Yield is equal to or greater than (x) 6.25% during the
initial term of the Loan and the first Extension Period, (y) 6.50% during the second Extension Period, and (z) 6.75% during the
third Extension Period, in each case for one (1) calendar quarter.


 


“LTV”
shall mean a percentage calculated by multiplying (i) a fraction, the numerator of which is the outstanding principal balance of
the Loan and the Mezzanine Loans 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 Administrative Agent at Borrower’s cost and reasonably
approved by Administrative Agent in form and substance by (ii) one hundred (100) percent.


 


“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 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.


 




    	 	- 19 -	 



     


    

 


“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,
or (iii) a material adverse effect on the use, value or operation of the Property taken as a whole (including the Underwritable
Cash Flow).


 


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


 




    	 	- 20 -	 



     


    

 


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


 


“Mezzanine
A Lender” shall mean Mirae Asset Daewoo Co., Ltd., together with its successors and assigns.


 


“Mezzanine
A Loan” shall mean that certain loan made as of the date hereof by Mezzanine A Lender to Mezzanine A Borrower in the
original principal amount of $65,000,000.00 and evidenced by the Mezzanine A Note.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 




    	 	- 21 -	 



     


    

 


“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.


 


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


 


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


 


“Mezzanine
Borrowers” shall mean Mezzanine A Borrower and Mezzanine B Borrower.


 


“Mezzanine
Debt Service” shall mean, with respect to any particular period of time, Mezzanine A Debt Service and Mezzanine B Debt
Service.


 


“Mezzanine
Foreclosure Event” shall mean the occurrence of any of the following: (i) the foreclosure (or assignment or other transfer
in lieu of foreclosure) of the Mezzanine A Loan or (ii) the foreclosure (or assignment or other transfer in lieu of foreclosure)
of the Mezzanine B Loan.


 


“Mezzanine
Lenders” shall mean Mezzanine A Lender and Mezzanine B Lender.


 


“Mezzanine
Loans” shall mean the Mezzanine A Loan and the Mezzanine B Loan.


 


“Mezzanine
Loan Agreement” shall mean the Mezzanine A Loan Agreement and the Mezzanine B Loan Agreement.


 




    	 	- 22 -	 



     


    

 


“Mezzanine
Loan Documents” shall mean the Mezzanine A Loan Documents and the Mezzanine B Loan Documents.


 


“Mezzanine Loan Event of Default”
shall mean a Mezzanine A Loan Event of Default or a Mezzanine B Loan Event of Default.


 


“Mezzanine Debt Service Account”
shall mean a Mezzanine A Debt Service Account or a Mezzanine B Debt Service Account.


 


“Mezzanine SPE Component Entity”
shall mean the Mezzanine A SPE Component Entity and the Mezzanine B SPE Component Entity, to the extent applicable.


 


“Mezzanine
Trigger Period” shall mean a Mezzanine A Trigger Period or a Mezzanine B Trigger Period.


 


“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 Administrative Agent in its sole discretion.


 


“Minimum Disbursement
Amount” shall mean Fifteen Thousand and No/100 Dollars ($15,000.00).


 


“Minimum Ownership/Control
Test” shall mean that (A) Guarantor (directly or indirectly) Controls 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 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 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 Insurance
Deposit” shall have the meaning set forth in Section 8.6 hereof.


 


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


 


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


 


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


 




    	 	- 23 -	 



     


    

 


“Natixis”
shall mean Natixis, New York Branch, a branch of Natixis S.A., a société anonyme à conseil d 'administration,
organized and existing under the laws of France, in its individual capacity as a Lender and not as Joint Lead Arranger.


 


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


 


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


 


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


 


“Net 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 any 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 Administrative Agent and, after a Securitization, acceptable to the Rating Agencies and otherwise in form and substance
reasonably acceptable to Administrative Agent 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-Conforming
Policy” shall have the meaning set forth in Section 7.1 hereof.


 


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


 


“Note”
shall mean, individually and/or collectively, as the context may require, Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note
A-6, Note A-7, Note A-8, Note A-9, Note A-10, Note A-11 and any additional Promissory Notes substantially in the form of Exhibit
D attached hereto and made a part hereof, made by Borrower in favor of a Lender which now, or may in the future become, a party
hereto in an amount equal to such Lender’s Individual Loan Commitment, payable for the account of such Lender’s Lending
Office, which Notes shall evidence the Loan and shall have an aggregate principal amount equal to such Lender’s Percentage
Share of the Loan Amount, as each of the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split,
or otherwise modified from time to time.


 




    	 	- 24 -	 



     


    

 


“Note A-1”
shall mean shall mean that certain Promissory Note A-1 dated the date hereof in the principal amount of Seventy Million and 00/100
Dollars ($70,000,000.00), made by Borrower in favor of Citi, as the same may be amended, restated, replaced, extended, renewed,
supplemented, severed, split, or otherwise modified from time to time.


 


“Note A-2”
shall mean shall mean that certain Promissory Note A-2 dated the date hereof in the principal amount of Thirty Million Two Hundred
Fifty Thousand and 00/100 Dollars ($30,250,000.00), made by Borrower in favor of LBBW, as the same may be amended, restated, replaced,
extended, renewed, supplemented, severed, split, or otherwise modified from time to time.


 


“Note A-3”
shall mean shall mean that certain Promissory Note A-3 dated the date hereof in the principal amount of Twenty-Four Million Seven
Hundred Fifty Thousand and 00/100 Dollars ($24,750,000.00), made by Borrower in favor of Citi, as the same may be amended, restated,
replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.


 


“Note A-4”
shall mean shall mean that certain Promissory Note A-4 dated the date hereof in the principal amount of Twenty-Seven Million Five
Hundred Thousand and 00/100 Dollars ($27,500,000.00), made by Borrower in favor of Citi, as the same may be amended, restated,
replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.


 


“Note A-5”
shall mean shall mean that certain Promissory Note A-5 dated the date hereof in the principal amount of Twenty-Seven Million Five
Hundred Thousand and 00/100 Dollars ($27,500,000.00), made by Borrower in favor of Citi, as the same may be amended, restated,
replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.


 


“Note A-6”
shall mean shall mean that certain Promissory Note A-6 dated the date hereof in the principal amount of Sixty Million and 00/100
Dollars ($60,000,000.00), made by Borrower in favor of Natixis, as the same may be amended, restated, replaced, extended, renewed,
supplemented, severed, split, or otherwise modified from time to time.


 


“Note A-7”
shall mean shall mean that certain Promissory Note A-7 dated the date hereof in the principal amount of Twenty-Four Million Seven
Hundred Fifty Thousand and 00/100 Dollars ($24,750,000.00), made by Borrower in favor of LBBW, as the same may be amended, restated,
replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.


 


“Note A-8”
shall mean shall mean that certain Promissory Note A-8 dated the date hereof in the principal amount of Twenty Million Two Hundred
Fifty Thousand and 00/100 Dollars ($20,250,000.00), made by Borrower in favor of Citi, as the same may be amended, restated, replaced,
extended, renewed, supplemented, severed, split, or otherwise modified from time to time.


 




    	 	- 25 -	 



     


    

 


“Note A-9”
shall mean shall mean that certain Promissory Note A-9 dated the date hereof in the principal amount of Twenty-Two Million Five
Hundred Thousand and 00/100 Dollars ($22,500,000.00), made by Borrower in favor of Natixis, as the same may be amended, restated,
replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.


 


“Note A-10”
shall mean shall mean that certain Promissory Note A-10 dated the date hereof in the principal amount of Twenty-Two Million Five
Hundred Thousand and 00/100 Dollars ($22,500,000.00), made by Borrower in favor of Natixis, as the same may be amended, restated,
replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time


 


“Note A-11”
shall mean shall mean that certain Promissory Note A-11 dated the date hereof in the principal amount of Seventy Million and 00/100
Dollars ($70,000,000.00), made by Borrower in favor of China Construction, 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.


 


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


 


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


 


“Officer’s
Certificate” shall mean a certificate delivered to Administrative Agent, for the benefit of Lenders, 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.


 


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


 


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


 


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


 


“Operating
Expenses” shall mean 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 Administrative Agent, 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.


 




    	 	- 26 -	 



     


    

 


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


 


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


 


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


 


“Other 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 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)).


 


“Outstanding
Lease Credits” shall have the meaning set forth in Section 8.9(a) hereof.


 




    	 	- 27 -	 



     


    

 


“Outstanding
TI/LC Obligations” shall have the meaning set forth in Section 8.9(a) hereof.


 


“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 18.14(a) hereof.


 


“Participant
Register” shall have the meaning set forth in Section 18.14(a) hereof.


 


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


 


“Percentage
Share” shall mean, with respect to each Lender, the ratio of such Lender’s Individual Loan Commitment to the Loan
Amount. As of the date hereof, the Lenders’ respective Percentage Shares are set forth on Schedule VI attached hereto
and made a part 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
Borrower’s business (including, without limitation, all required zoning, building code, land use, environmental and other
similar permits or approvals).


 


“Permitted
Alterations” shall mean those alterations to the Atrium and retail components of the Improvements pursuant to one or
more projects (provided that upon completion of any such project the Atrium and retail components of the Improvements shall be
tenantable and in a condition equal to or better than such condition prior to commencement of such project), as may be elected
by Borrower (Borrower being under no obligation hereunder to perform the same except as expressly required herein or any of the
other Loan Documents following commencement of the same), which Permitted Alterations are particularly described on Schedule
IX attached hereto, provided that the costs of such Permitted Alterations (1) shall not in the aggregate exceed $63,509,582.00
and (2) shall be paid by Borrower (or by its Affiliates) from excess cash flow and/or equity.


 


“Permitted
Alterations Obligations” shall mean obligations under construction contracts entered into by Borrower solely in connection
with the Permitted Alterations, provided such obligations are (1) unsecured, (2) not evidenced by a note, (3) on commercially reasonable
terms and conditions, and (4) due not more than sixty (60) days past the date incurred and paid on or prior to such date.


 




    	 	- 28 -	 



     


    

 


“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 Mezzanine Loan Agreements and the other Mezzanine Loan Documents,
(c) all liens, encumbrances and other matters disclosed in the Title Insurance Policy, (d) liens, if any, for Taxes and Other Charges
imposed by any Governmental Authority not yet delinquent or that are being contested in good faith in accordance with the requirements
of this Agreement (or liens, if any, for Taxes and Other Charges which are permitted to exist pursuant to the terms of this Agreement
without constituting an Event of Default hereunder), (e) existing Leases and new Leases entered into in accordance with this Agreement,
(f) any Permitted Equipment Leases, (g) any workers’, mechanics’ or other similar liens on the Property arising in
the ordinary course of business provided that any such lien is being contested in good faith in accordance with the requirements
of this Agreement (or any workers’, mechanics’ or other similar liens, if any, which are permitted to exist pursuant
to the terms of this Agreement without constituting an Event of Default hereunder), (h) 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 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 and (2)
have a Material Adverse Effect, and (i) such other title and survey exceptions as Administrative Agent has approved or may approve
in writing in Administrative Agent’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 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 Borrower’s business and (B) readily
replaceable without material interference or interruption to the operation of the Property.


 


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


 


(i)          obligations
of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality
thereof provided such obligations are backed by the full faith and credit of the United States of America including, without limitation,
obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of
beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed
Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates),
the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority
(guaranteed transit bonds); provided, however, that the investments described in this clause must (A) have a predetermined fixed
dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter
affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single
interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not
be subject to liquidation prior to their maturity;


 




    	 	- 29 -	 



     


    

 


(ii)         Federal
Housing Administration debentures;


 


(iii)        obligations
of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit
System (consolidated systemwide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National
Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations);
provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at
maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating,
(C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus
a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation
prior to their maturity;


 


(iv)        federal
funds, unsecured certificates of deposit, time deposits, bankers’ acceptances and repurchase agreements with maturities of
not more than 365 days of any bank, the short term obligations of which at all times are rated in the highest short term rating
category by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency in the highest short
term rating category and otherwise reasonably acceptable to Administrative Agent); provided, however, that the investments described
in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated
by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate
of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately
with that index, and (D) such investments must not be subject to liquidation prior to their maturity;


 


(v)         fully
Federal Deposit Insurance Corporation-insured demand and time deposits in, or certificates of deposit of, or bankers’ acceptances
issued by, any bank or trust company, savings and loan association or savings bank, the short term obligations of which at all
times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated
by at least one Rating Agency in the highest short term rating category and otherwise reasonably acceptable to Administrative Agent);
provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at
maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating,
(C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus
a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation
prior to their maturity;


 




    	 	- 30 -	 



     


    

 


(vi)        debt
obligations with maturities of not more than 365 days and at all times rated by each Rating Agency (or, if not rated by all Rating
Agencies, rated by at least one Rating Agency and otherwise reasonably acceptable to Administrative Agent) in its highest long-term
unsecured rating category; provided, however, that the investments described in this clause must (A) have a predetermined fixed
dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter
affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single
interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not
be subject to liquidation prior to their maturity;


 


(vii)       commercial
paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof) with maturities of not more than 365 days and that at all times
is rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise reasonably
acceptable to Administrative Agent) in its highest long-term unsecured debt rating; provided, however, that the investments described
in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated
by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate
of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately
with that index, and (D) such investments must not be subject to liquidation prior to their maturity;


 


(viii)      units
of taxable money market funds, which funds are regulated investment companies, seek to maintain a constant net asset value per
share and invest solely in obligations backed by the full faith and credit of the United States, which funds have the highest ratings
available from each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise reasonably
acceptable to Administrative Agent) for money market funds; and


 


(ix)         any
other security, obligation or investment which has been approved as a Permitted Investment in writing by (a) Administrative Agent
(such approval not to be unreasonably withheld, delayed or conditioned) and (b) each Rating Agency, as evidenced by a written confirmation
that the designation of such security, obligation or investment as a Permitted Investment will not, in and of itself, result in
a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities by such
Rating Agency;


 


provided, however,
that no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive
only interest payments or (B) the right to receive principal and interest payments on such obligation or security are derived from
an underlying investment that provides a yield to maturity in excess of one hundred and twenty percent (120%) of the yield to maturity
at par of such underlying investment.


 


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


 




    	 	- 31 -	 



     


    

 


“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.


 


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


 


“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 Administrative Agent 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., Administrative Agent 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 Administrative Agent 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 equal to the Prime Rate.


 




    	 	- 32 -	 



     


    

 


“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).


 


“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 Administrative Agent’s
prior written consent is obtained with respect to the same.


 


“Protective
Advances” shall mean all sums actually expended as reasonably determined by Administrative Agent to be necessary or appropriate
after any Borrower fails, when required hereunder: (a) to protect the validity, enforceability, perfection or priority of the liens
on the Property and the instruments evidencing the Debt; (b) to prevent the value of the Property, or any portion thereof, from
being materially diminished (assuming the lack of such a payment within the necessary time frame could potentially cause such Property
to lose value); or (c) to protect the Property, or any portion thereof, from being materially damaged, impaired, mismanaged or
taken, including, without limitation, any amounts expended in connection therewith in accordance with Sections 7.1(g) and
10.2(f) hereof.


 




    	 	- 33 -	 



     


    

 


“Provided
Information” shall mean any information provided by or on behalf of any Borrower Party in connection with the Loan, the
Mezzanine Loans, 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 (i) prior to a Securitization,
is reasonably acceptable to Administrative Agent and (ii) after a Securitization, (A) if permitted by REMIC Requirements applicable
to such matter, would be reasonably acceptable to Administrative Agent or (B) if Administrative Agent discretion in the foregoing
subsection (A) is not permitted under such applicable REMIC Requirements, would be acceptable to a prudent lender of securitized
commercial mortgage loans.


 


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


 


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


 


“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 Administrative
Agent (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)
Administrative Agent (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 Administrative
Agent has (in consultation with the Rating Agencies (if required by Administrative Agent)) approved the matter in question in writing
based upon Administrative Agent’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.


 




    	 	- 34 -	 



     


    

 


“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 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.


 


“Register”
shall have the meaning set forth in Section 18.8(a)(viii) hereof.


 


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


 


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


 


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


 


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


 


“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” means, as of the time of determination, the Unfunded Obligations minus (i) any reduction in the
Outstanding Lease Credits since the Closing Date (which reductions shall be deemed to have occurred as and when specified in Schedule
VIII; provided that the applicable Outstanding Lease Credits are actually credited in accordance with the applicable Lease)
and (ii) any payments made since the Closing Date in respect of the tenant improvement allowances and leasing commissions listed
on Schedule VIII to this Agreement.


 


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


 




    	 	- 35 -	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Replacements”
for any period shall mean replacements and/or alterations to the Property; provided, that, the same are (i) required to be capitalized
according to the Approved Accounting Method and (ii) if (A) such replacement or alteration could reasonably be expected to result
in a Material Adverse Effect and/or would otherwise require consent under Section 4.21, or (B) a Trigger Period is then
continuing and such Replacements are not specified in detail in the then current Approved Annual Budget, reasonably approved by
Administrative Agent.


 


“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.


 




    	 	- 36 -	 



     


    

 


“Requisite
Lenders” shall mean, as of any date, Lenders having greater than 66.6% of the aggregate amount of the Individual Loan
Commitments; provided that (a) in determining such percentage at any given time, all then existing Defaulting Lenders (other than,
solely with respect to the Defaulting Pfandbrief Lender Consent Actions, a Defaulting Pfandbrig Lender, but subject to Section
18.13(a) hereof) will be disregarded and excluded, and the Percentage Shares of the Loan of Lenders shall be redetermined, for
voting purposes only, to exclude the Percentage Shares of the Loan of such Defaulting Lenders, and (b) at all times when two (2)
or more Lenders other than Defaulting Lenders are party to this Agreement, the term “Requisite Lenders” shall in no
event mean less than two (2) Lenders that are not Affiliates of each other.


 


“Reserve Accounts”
shall mean the Tax Account, the Insurance Account, the Replacement Reserve Account, the Leasing Reserve Account, the Excess Cash
Flow Account, the Operating Expense Account, the Specified Tenant Space Leasing Reserve Account and any other escrow account established
by this Agreement or the other Loan Documents (but specifically excluding the Cash Management Account, the Restricted Account,
the Debt Service Account and the Mezzanine Debt Service Accounts).


 


“Reserve Funds”
shall mean the Tax and Insurance Funds, the Replacement Reserve Funds, the Leasing Reserve Funds, the Excess Cash Flow Funds, the
Operating Expense Funds, the Specified Tenant Space Leasing Reserve Funds and any other escrow funds established by this Agreement
or the other Loan Documents.


 


“Reserve Percentage”
shall mean the rates (expressed as a decimal) of reserve requirements applicable to Administrative Agent 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
Administrative Agent (or its Affiliate that is a 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, Administrative Agent 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. Administrative Agent’s computation of the Reserve Percentage shall be determined conclusively
by Administrative Agent and shall be conclusive and binding on Borrower and each Lender for all purposes, absent manifest error.


 




    	 	- 37 -	 



     


    

 


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


 


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


 


“Restoration
Threshold” shall mean Fifteen Million and No/100 Dollars ($15,000,000.00).


 


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


 


“Restricted
Account Agreement” shall mean that certain Restricted Account Agreement by and among Borrower, Administrative Agent and
Bank of the West, a California state banking corporation dated as of the date hereof, as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time in accordance with the terms hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	- 38 -	 



     


    

 


“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.


 


“Settlement
Threshold” shall mean Twenty-Five Million and No/100 Dollars ($25,000,000.00).


 


“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 Cure Conditions” shall mean each of the following, as applicable (i) in the event the Specified Tenant Trigger
Period is due to the events described in clause (A)(i) of the definition of “Specified Tenant Trigger Period”,
the applicable Specified Tenant has cured all defaults under the applicable Specified Tenant Lease (or such defaults have been
waived by Borrower (x) in writing and without any conditions other than those of an immaterial nature and (y) otherwise in accordance
with the terms hereof), (ii) in the event the Specified Tenant Trigger Period is due to the events described in clause (A)(ii)
of the definition of “Specified Tenant Trigger Period”, the applicable Specified Tenant is in actual, physical possession
of substantially all (i.e., 90% or more) of its Specified Tenant Space and not “dark” in such portion of the Specified
Tenant Space and paying the full amount of rent due under its Specified Tenant Lease, (iii) in the event the Specified Tenant Trigger
Period is due to the events described in clause (A)(iii) of the definition of “Specified Tenant Trigger Period”,
the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices with respect to the applicable
Specified Tenant Lease and has re-affirmed the applicable Specified Tenant Lease is being in full force and effect and such Specified
Tenant is paying full, unabated rent under the applicable Specified Tenant Lease (which re-affirmation may be part of the applicable
Specified Tenant’s revocation or rescission described above or in the form of an estoppel certificate from such Specified
Tenant), (iv) in the event the Specified Tenant Trigger Period is due to the applicable Specified Tenant’s failure to extend
or renew the applicable Specified Tenant Lease in accordance with clause (A)(vi) of the definition of “Specified Tenant
Trigger Period”, the applicable Specified Tenant has renewed or extended the applicable Specified Tenant Lease in accordance
with the terms hereof and thereof and such Specified Tenant is paying full, unabated rent under the applicable Specified Tenant
Lease, and (v) with respect to any applicable bankruptcy or insolvency proceedings involving the applicable Specified Tenant and/or
the applicable Specified Tenant Lease, the applicable Specified Tenant is no longer insolvent or subject to any bankruptcy or insolvency
proceedings and has assumed the applicable Specified Tenant Lease in the applicable bankruptcy or insolvency proceeding (and such
assumption is not subject to challenge or appeal).


 




    	 	- 39 -	 



     


    

 


“Specified
Tenant Extension Deadline” shall mean, with respect to each Specified Tenant Lease, the earlier to occur of (x) the date
occurring twelve (12) months prior to the expiration of the then applicable term of such Specified Tenant Lease or (y) the renewal
notice period provided to the applicable Specified Tenant under such Specified Tenant Lease.


 


“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.


 


“Specified
Tenant Space Leasing Reserve Account” shall have the meaning set forth in Section 8.10 hereof.


 


“Specified
Tenant Space Leasing Reserve Funds” shall have the meaning set forth in Section 8.10 hereof.


 


“Specified
Tenant Trigger Cap” shall have the meaning set forth in the definition of “Specified Tenant Trigger Period”.


 




    	 	- 40 -	 



     


    

 


“Specified
Tenant Trigger Period” shall mean a period (A) commencing upon the first to occur of (i) any Specified Tenant being in
monetary default with respect to the payment of base rent for a period of forty-five (45) consecutive days or any other material
default (monetary or non-monetary) beyond applicable notice and cure periods under the applicable Specified Tenant Lease, (ii)
any Specified Tenant failing to be in actual, physical possession of substantially all (i.e., 90% or more) of its then current
Specified Tenant Space and/or “going dark” in substantially all (i.e., 90% or more) of its then current Specified Tenant
Space, (iii) any Specified Tenant giving notice that it is terminating its Lease for its Specified Tenant Space (except to the
extent that both (1) Borrower is contesting, in good faith, the validity of such Specified Tenant’s alleged termination and
(2) the terms of the Lease and the relevant facts support Borrower’s position (i.e., the Lease does not provide the termination
right for which such Specified Tenant is attempting to exercise or the attempted exercise is not in conformance with the Lease)),
(iv) any termination or cancellation of any Specified Tenant Lease (including, without limitation, rejection in any bankruptcy
or similar insolvency proceeding) and/or any Specified Tenant Lease failing to otherwise be in full force and effect (except to
the extent that Borrower is contesting, in good faith, such Specified Tenant’s assertion that its lease is not in full force
and effect), (v) any bankruptcy or similar insolvency of Specified Tenant, and (vi) Specified Tenant failing to extend or renew
the applicable Specified Tenant Lease on or prior the applicable Specified Tenant Extension Deadline in accordance with the applicable
terms and conditions thereof and hereof; and (B) terminating upon the first to occur of Administrative Agent’s receipt of
evidence reasonably acceptable to Administrative Agent (which such evidence shall include, without limitation, a duly executed
estoppel certificate from the applicable Specified Tenant in form and substance acceptable to Administrative Agent) of (1) the
satisfaction of the Specified Tenant Cure Conditions, (2) Borrower leasing substantially all (i.e., 90% or more) of the applicable
Specified Tenant Space in accordance with the applicable terms and conditions hereof, the applicable Tenant under such Lease being
in actual, physical occupancy of, and open to the public for business in, the space demised under its Lease and paying the full
amount of the rent due under its Lease or (3) the amount reserved in Specified Tenant Space Leasing Reserve Account as a result
of such Specified Tenant Trigger Period equals or exceeds $75 per square foot of the space leased by the applicable Specified Tenant
on the Closing Date (the “Specified Tenant Trigger Cap”); provided, however, that Borrower may elect to satisfy
the condition set forth in this subclause (3) either by (x) posting a Letter of Credit in the amount equal to the Specified
Tenant Trigger Cap less the then current balance in the Specified Tenant Space Leasing Reserve Account or (y) having Guarantor
provide a payment guaranty guaranteeing payment of an amount equal to the Specified Tenant Trigger Cap less the then current balance
in the Specified Tenant Space Leasing Reserve Account (which guaranty shall be in form and substance acceptable to Administrative
Agent) (the “Specified Tenant Trigger Cure Guaranty”).


 


“SPE Component
Entity” shall have the meaning set forth in Section 5.1 hereof. For avoidance of doubt, on the Closing Date, the
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.


 




    	 	- 41 -	 



     


    

 


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


 


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


 


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


 


“Tax Payment
Date” shall mean, with respect to any applicable Taxes, the date occurring thirty (30) days prior to the date the same
would be delinquent if not paid.


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 




    	 	- 42 -	 



     


    

 


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


 


(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.


 


Administrative Agent’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 Administrative Agent 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” shall have the meaning set forth in Section 8.9(a) hereof.


 


“Unfunded
Obligations Account” shall have the meaning set forth in Section 8.9(a) hereof.


 


“Unfunded
Obligations Funds” shall have the meaning set forth in Section 8.9(a) hereof.


 


“Unfunded
Obligations Guaranty” shall mean that certain Unfunded Obligations Guaranty, dated as of the date hereof, from Guarantor
to Administrative Agent (for the benefit of Lenders), as the same may be amended, restated, replaced, supplemented or otherwise
modified from time to time.


 


“Unfunded
Obligations Reserve Waiver Requirements” shall have the meaning set forth in Section 8.9(a) 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.


 




    	 	- 43 -	 



     


    

 


“Withholding
Agent” means any Borrower or Administrative Agent, 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.


 


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


 


(c)          Notwithstanding
anything to the contrary contained herein, including references to the Mezzanine Loans or to capitalized terms being defined in
the Mezzanine Loan Documents, nothing herein creates any obligation of Borrower with respect to any of the Mezzanine Loan Documents
and Borrower has no obligations to comply with and shall not be liable under any Mezzanine Loan Document, and nothing herein creates
any obligation of either Mezzanine Borrower with respect to any of the Loan Documents and neither Mezzanine Borrower has any obligation
to comply with and shall not be liable under this Agreement or any Loan Document.


 


Article
2



GENERAL TERMS


 


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


 




    	 	- 44 -	 



     


    

 


Section
2.2           The Loan. Subject to and upon the terms
and conditions set forth herein, each Lender hereby severally agrees to make and Borrower hereby agrees to accept such Lender’s
Percentage Share of the Loan.


 


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.


 


(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 Administrative Agent of the Interest Rate shall be conclusive and binding upon
Borrower and each Lender 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 the Administrative Agent 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




 




    	 	- 45 -	 



     


    

 


 (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 Administrative Agent (and provided
that such determination shall have also been made by Administrative Agent with respect to other similarly situated loans), the
Administrative Agent 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, notwithstanding anything to the contrary in Section 18.18, any such
amendment shall become effective at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative
Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising Requisite Lenders
have delivered to the Administrative Agent notice that such Requisite Lenders do not accept such amendment. 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 the Lenders 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 Administrative Agent, to reflect the adoption of such LIBOR Successor Rate
and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice
(or, if the Administrative Agent 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
the Administrative Agent determines in consultation with the Borrower).


 




    	 	- 46 -	 



     


    

 


(B)         In
the event that Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon
Borrower and each Lender 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 Administrative Agent shall, if such
determination shall have also been made by Administrative Agent with respect to other similarly situated loans, forthwith give
notice by telephone of such determination, confirmed in writing, to Borrower and each Lender at least one (1) Business Day prior
to the next Determination Date. If such notice is given, the LIBOR 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 of clause (A) above, the Loan has been converted to an Alternate Rate Loan but thereafter Administrative
Agent shall determine (which determination shall be conclusive and binding upon Borrower and each Lender absent manifest error)
that the Alternate Index is no longer broadly accepted by the syndicated loan market in the United States in lieu of LIBOR, then
Administrative Agent 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 and each Lender 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.


 


(D)         If,
pursuant to the terms of clauses (B) or (C) above, the Loan has been converted to a Prime Rate Loan, but thereafter Administrative
Agent shall determine (which determination shall be conclusive and binding upon Borrower and each Lender absent manifest error)
that LIBOR can again be ascertained as provided in the respective definition thereof, Administrative Agent shall give notice by
telephone of such determination, confirmed in writing, to Borrower and each Lender 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, the Administrative Agent and the 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, notwithstanding anything to the contrary in Section 18.18, any such amendment shall become effective
at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed
amendment to all Lenders unless, prior to such time, Lenders comprising Requisite Lenders have delivered to the Administrative
Agent notice that such Requisite Lenders do not accept such amendment. 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.


 




    	 	- 47 -	 



     


    

 


(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)(iv)) the applicable recipient receives
an amount equal to the sum it would have received had no such deduction or withholding been made. Borrower shall timely pay to
the relevant Governmental Authority in accordance with applicable law, or at the option of Administrative Agent timely reimburse
it for the payment of, any Other Taxes. As soon as practicable after any payment of Taxes by Borrower to a Governmental Authority
pursuant to this Section 2.5(b)(iv), Borrower shall deliver to Administrative Agent 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 Administrative Agent. Borrower shall indemnify Administrative Agent and each Lender,
within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed
or asserted on or attributable to amounts payable under this Section 2.5(b)(iv)) payable or paid by such recipient or required
to be withheld or deducted from a payment to such recipient and any reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to Administrative Agent), or by Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Each party’s obligations under
this Section 2.5(b)(iv) shall survive the resignation or replacement of Administrative Agent or any assignment of rights
by, or the replacement of, a Lender, the termination of the Individual Loan Commitments 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 any Lender to make or maintain a LIBOR Loan as contemplated hereunder (A)
the obligation of such Lender hereunder to make a LIBOR Loan or to convert an Alternate Rate Loan or a Prime Rate Loan to a LIBOR
Loan shall be canceled forthwith and (B) any outstanding LIBOR Loan of such Lender shall be converted automatically to 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 Administrative Agent for the account of each Lender, upon demand, any additional amounts necessary
to compensate such Lender for any reasonable out-of-pocket costs incurred by such Lender in making any conversion in accordance
with this Agreement, including, without limitation, any interest or fees payable by such Lender to lenders of funds obtained by
it in order to make or maintain the LIBOR Loan hereunder. Such notice (which shall be sent by Administrative Agent on behalf of
such Lender) of such costs, as certified to Borrower, shall be conclusive absent manifest error.


 




    	 	- 48 -	 



     


    

 


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


 


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


 


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


 


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


 


(D)         shall
subject Administrative Agent or any 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 Administrative Agent for its account or the account of such Lender, upon demand, any additional amounts necessary
to compensate Administrative Agent or such Lender, as applicable, for such additional incurred cost or reduced amount receivable
as determined by Administrative Agent or such Lender in good faith. If Administrative Agent or any Lender becomes entitled to claim
any additional amounts pursuant to this subsection, Administrative Agent (or such Lender, as applicable) 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 Administrative Agent and/or such 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 Administrative Agent (or any 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.


 




    	 	- 49 -	 



     


    

 


(vii)       Borrower
agrees to indemnify Administrative Agent and each Lender and to hold Administrative Agent and each Lender harmless from any actual
loss or expense which Administrative Agent and/or any 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 any 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 any 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 any 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 Administrative
Agent or any Lender from any Breakage Costs arising from Administrative Agent’s or such 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)      Neither
Administrative Agent nor any Lender shall 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 Administrative Agent (or such 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 Administrative Agent and/or such Lender, as applicable, under this subsection, which statement shall be conclusive
and binding upon all parties hereto absent manifest error.


 


(ix)         Administrative
Agent and Lenders 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 the applicable Lender
in another jurisdiction, or a redesignation of its Lending Office with respect to the Loan, in order to maintain the availability
of the LIBOR Loan or to avoid or reduce such increased or additional costs, provided that the transfer or assignment or redesignation
(A) would not result in any additional costs or expenses to the applicable Lender that are not reimbursed by Borrower and (B) would
not be disadvantageous in any other material respect to the applicable Lender as determined by such Lender in its sole discretion.
Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such
designation or assignment to the extent that such Lender would also require its other borrowers under similarly situated loans
in Lender’s particular portfolio (where the Loan is held) to pay for such designation or assignment.


 




    	 	- 50 -	 



     


    

 


(x)          Tax
Forms.


 


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


 


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


 


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


 




    	 	- 51 -	 



     


    

 


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


 


(3)         in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRS Code,
(x) a certificate substantially in form and substance reasonably satisfactory to Borrower and Administrative Agent 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;


 


Any Foreign
Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), 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 or Administrative Agent
to determine the withholding or deduction required to be made.


 


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


 




    	 	- 52 -	 



     


    

 


(E)         If
any Governmental Authority asserts that Administrative Agent did not properly withhold or backup withhold, as the case may be,
any Tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify Administrative Agent
therefor, including all penalties and interest, any Taxes imposed by any jurisdiction on the amounts payable to Administrative
Agent under this Section, and costs and expenses (including all fees and disbursements of any law firm or other external counsel
and the allocated cost of internal legal services and all disbursements of internal counsel) of Administrative Agent. The obligation
of each Lender under this Section shall survive the repayment of Debt, any assignment of rights by, or the replacement of, such
Lender, the termination of the Individual Loan Commitments and the resignation or replacement of Administrative Agent. Each such
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 Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof,
as may be reasonably requested by Borrower or Administrative Agent upon reasonable prior notice.


 


(xi)         Each
Lender shall severally indemnify Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable
to such Lender (but only to the extent that Borrower has not already indemnified Administrative Agent for such Indemnified Taxes
and without limiting the obligation of Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply
with the provisions of Section 18.14(a) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes
attributable to such Lender, in each case, that are payable or paid by Administrative Agent in connection with any Loan Document,
and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 any
Lender by Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to
set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Administrative
Agent to Lender from any other source against any amount due to Administrative Agent under this Section 2.5(b)(xi).


 




    	 	- 53 -	 



     


    

 


(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.


 




    	 	- 54 -	 



     


    

 


(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 Administrative Agent for the account of each 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 Administrative Agent for the account of each 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 Administrative Agent for the account of each Lender on the Maturity Date the Outstanding Principal Balance, all accrued
and unpaid interest, and all other amounts due hereunder and under the Note, the Security Instrument and the other Loan Documents
(and after a Securitization, including, without limitation, the Interest Shortfall).


 


(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 Administrative Agent for the account of each
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 Administrative Agent and Lenders in handling and processing such delinquent payment
and to compensate Administrative Agent and Lenders for the loss of the use of such delinquent payment. Any such amount shall be
secured by the Security Instrument and the other Loan Documents. Any late payment charges received shall be applied to Note A-1,
Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9, Note A-10 and Note A-11, pari passu and
pro rata.


 




    	 	- 55 -	 



     


    

 


(e)          


 


(i)          Except
as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Administrative
Agent 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 Administrative Agent’s office, and any funds received by Administrative Agent
after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.


 


(ii)         Each
payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such
Lender promptly thereafter by wire transfer of immediately available funds in accordance with the wiring instructions provided
by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of
such Lender.


 


(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 any Lender compensation for any Indemnified Taxes, increased cost or reduction in amounts
received or receivable hereunder, pursuant to Section 2.5(b)(iv), (v) or (vi), then such Lender shall (at
the request of Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.5(b)(iv), (v)
or (vi), as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred
by any Lender in connection with any such designation or assignment. In the event (A) Borrower is required to pay any Lender compensation
for any Indemnified Taxes, increased cost or reduction in amounts received or receivable hereunder, pursuant to Section 2.5(b)(iv),
(v) or (vi), and, in each case, such Lender has declined or is unable to designate a different lending office in
accordance with the first sentence of this Section 2.6(f), (B) any Lender becomes a Defaulting Lender, or (C) any Lender
refuses to consent to any amendment, waiver or other modification of any Loan Document requested by Borrower that requires unanimous
consent of the Lenders and such amendment, waiver or other modification is consented to by Requisite Lenders, then Borrower may,
at their sole expense and effort, upon three (3) Business Days’ notice to such Lender and Administrative Agent, require such
Lender to transfer and assign, without recourse (in accordance with Section 18.15), all of its rights and obligations under
this Agreement and the Notes to an Eligible Assignee identified by Borrower that is reasonably satisfactory to Administrative Agent
if such proposed Eligible Assignee agrees to assume all of the obligations of such requesting Lender hereunder from and after the
date of such assignment, and to purchase all of such requesting Lender’s Percentage Share of the Loan hereunder for consideration
equal to the aggregate outstanding principal amount of such requesting Lender’s Percentage Share of the Loan, together with
interest thereon to the date of such purchase (to the extent not paid by Borrower), and all other amounts accrued and payable hereunder
to such requesting Lender as of the date of such transfer shall have been paid or satisfactory arrangements shall have been made
for such payments, provided that, (x) in the case of any such assignment resulting from a claim for compensation or payments under
Section 2.5(b)(iv), (v) or (vi), such assignment will result in a reduction in such compensation or payments
thereafter and (y) in the case of any such assignment under Section 2.6(f)(C), such assignment shall be to an Eligible Assignee
that shall consent to such amendment, waiver or other modification of the requested Loan Document. Each Lender hereby grants to
Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf
of such Lender, as assignor, any Assignment and Assumption Agreement necessary to effectuate any assignment of such Lender’s
interests hereunder in the circumstances contemplated by this Section 2.6(f).


 




    	 	- 56 -	 



     


    

 


(g)          All
sums received pursuant to this Section 2.6 shall be applied to the payment of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5,
Note A-6, Note A-7, Note A-8, Note A-9, Note A-10 and Note A-11, pari passu and pro rata.


 


Section
2.7           Prepayments.


 


(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 Administrative Agent 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. Administrative Agent 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 Administrative
Agent 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 Administrative Agent 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 Administrative Agent all reasonable out-of-pocket
costs and expenses incurred by Administrative Agent and Lenders, including, without limitation, any Breakage Costs or similar expenses
incurred in connection with such anticipated prepayment. Concurrently with any voluntary prepayment made pursuant to this Section
2.7(a), a simultaneous pro-rata prepayment of each of the Mezzanine Loan shall be made and Borrower shall provide Administrative
Agent evidence reasonably satisfactory to Administrative Agent of such prepayment of Mezzanine Loans.


 






    	 	- 57 -	 



     

    

  


(b)          Mandatory
Prepayment. On each date on which Administrative Agent actually receives a distribution of Net Proceeds, and if Administrative
Agent does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable),
in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Administrative Agent’s option,
prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall
and any Breakage Costs. If such prepayment occurs after a Securitization, Borrower shall make the REMIC Payment as and to the extent
required hereunder. No Prepayment Premium or penalty shall be due in connection with any prepayment made pursuant to this Section
2.7(b) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Administrative Agent
pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Administrative Agent as collateral
security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit
of Borrower, and shall be applied by Administrative Agent on the next Monthly Payment Date, with any interest on such funds paid
to Borrower on such date provided no Event of Default then exists. Upon payment in full of the Debt, Lender shall disburse all
Net Liquidation Proceeds After Debt Service to (a) first, in the event the Mezzanine A Loan is outstanding, Mezzanine A Lender;
(b) second, in the event the Mezzanine A Loan has been paid in full and the Mezzanine B Loan is outstanding, Mezzanine B Lender;
and (c) then, in the event the Mezzanine B Loan has been paid in full, Borrower.


 


(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 Lenders shall otherwise determine in their sole discretion.


 


(d)          Prepayment
of Mezzanine Loans. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, in no
event shall any Mezzanine Loan be prepaid unless the Debt is contemporaneously prepaid ratably in accordance with the applicable
terms and conditions of this Agreement.


 


(e)          All
sums received pursuant to this Section 2.7 shall be applied to the payment of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5,
Note A-6, Note A-7, Note A-8, Note A-9, Note A-10 and Note A-11, pari passu and pro rata.


 




    	 	- 58 -	 



     


    

 


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 Administrative
Agent, (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 the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as
any portion of the Debt is outstanding, provided that the Debt shall be deemed to be outstanding if the Property is transferred
by judicial or non-judicial foreclosure or deed-in-lieu thereof. Additionally, Borrower shall collaterally assign to Administrative
Agent for the benefit of Lenders, 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 Administrative Agent a fully executed Interest Rate Cap Agreement (which shall, by its terms,
authorize the assignment to Administrative Agent for the benefit of Lenders and require that payments be deposited directly into
the Cash Management Account).


 


(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 Administrative Agent for the benefit
of Lenders shall be deposited promptly into the Restricted Account. Borrower shall take all actions reasonably requested by Administrative
Agent to enforce Administrative Agent’s and Lenders’ 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 Administrative Agent or any 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 Administrative Agent (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 Administrative Agent.


 


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


 




    	 	- 59 -	 



     


    

 


(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, Administrative Agent and Borrower, (y) find a replacement Counterparty, at the Counterparty’s
sole cost and expense, acceptable to each Rating Agency, Administrative Agent 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 Administrative Agent 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 Administrative Agent’s approval with respect thereto and shall not approve
or consent to the foregoing unless and until Borrower receives Administrative Agent’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 Administrative Agent’s prior written approval.


 


(f)          With
respect to each Interest Rate Cap Agreement, Borrower shall use commercially reasonable efforts to promptly obtain and deliver
to Administrative Agent an opinion (upon which Administrative Agent, the Lenders and their respective 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 Administrative Agent) 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


 




    	 	- 60 -	 



     


    

 


(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, Administrative Agent 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 Administrative Agent), Administrative Agent and Borrower
may pursue another option that is mutually acceptable to each of Administrative Agent, the Requisite Lenders and Borrower that
provides Administrative Agent equivalent protection from rising interest rates; and


 


(ii)         following
such LIBOR Conversion (provided Administrative Agent 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 Administrative Agent 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;


 




    	 	- 61 -	 



     


    

 


(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 Administrative Agent and Borrower (as determined by Administrative Agent 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 Administrative Agent 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:


 


(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 Administrative Agent 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 Administrative Agent all actual out-of-pocket costs and expenses incurred by Administrative Agent and Lenders in connection
with such notice, including, without limitation, any Breakage Costs;


 


(c)          Borrower
shall obtain and deliver to Administrative Agent 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;


 




    	 	- 62 -	 



     


    

 


(d)          Borrower
shall have paid to Administrative Agent all actual out-of-pocket costs and expenses incurred by Administrative Agent on behalf
of itself and Lenders and all actual out-of-pocket costs and expenses (if any) incurred by Lenders in connection with Borrower
exercising the applicable Extension Option;


 


(e)          in
connection with the third Extension Option, the Borrower shall have paid to Administrative Agent for the benefit of Lenders 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, Administrative Agent shall have determined that the lien free completion of the Permitted
Alterations in accordance with Section 4.21 hereof, 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 Administrative Agent evidence that each of the Mezzanine A 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 to obtain the release (the “Partial Release”)
of the Atrium Parcel from the lien of the Security Instrument thereon (and related Loan Documents) and the release of Borrower’s
obligations under the Loan Documents with respect to the Atrium Parcel (other than those expressly stated to survive), upon the
satisfaction of each of the following conditions precedent:


 


(i)          Administrative
Agent shall have received at least fifteen (15) Business Days (or a shorter period of time if permitted by Administrative Agent
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);


 




    	 	- 63 -	 



     


    

 


(iii)        Borrower
shall submit to Administrative Agent, not less than ten (10) days prior to the date of such release, a release of lien (and related
Loan Documents) for the Atrium Parcel for execution by Administrative Agent. Such release shall be in a form appropriate in the
State in which the Property is located and shall contain standard provisions, if any, protecting the rights of the releasing lenders.
In addition, Borrower shall provide all other documentation in connection with such release as may be reasonably requested by Administrative
Agent, 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 Administrative Agent 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;


 


(v)         Borrower
shall have delivered evidence reasonably satisfactory to Administrative Agent that Borrower has entered into a reciprocal easement
agreement (in form and substance reasonably satisfactory to Administrative Agent) 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 Administrative Agent; provided that Administrative Agent shall
reasonably approve the Atrium REA upon satisfaction of certain conditions to be mutually agreed upon by Administrative Agent and
Borrower in good faith. Notwithstanding anything to the contrary set forth herein, upon satisfaction of all conditions for the
Partial Release set forth in this Section 2.10 and approval of the Atrium REA by Administrative Agent in accordance with
the terms hereof, Administrative Agent shall subordinate the lien of the Security Instrument to the Atrium REA.


 


(vi)        Borrower
shall provide 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 Lenders’ 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;


 




    	 	- 64 -	 



     


    

 


(vii)       Borrower
shall have delivered to Administrative Agent evidence that would be reasonably satisfactory to Administrative Agent 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 Administrative Agent;


 


(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 Administrative Agent for all out-of-pocket costs and expenses incurred
by Administrative Agent (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)        If
required by Administrative Agent after a Securitization, Borrower shall furnish Administrative Agent with an opinion of counsel
that the release will not constitute a “significant modification” of the Loan under Section 1001 of the IRS Code or
otherwise cause a tax to be imposed on a “prohibited transaction” by any REMIC, which opinion shall not contain any
qualifications or assumptions other than qualifications and assumptions customary for such an opinion;


 


(xiii)       Intentionally
omitted;


 


(xiv)      Borrower
shall deliver all other documents and items as Administrative Agent 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 applicable Partial Release set forth in Section 2.10 of the applicable Mezzanine Loan Agreement
have been complied with by Mezzanine Borrowers and Borrower shall have delivered, or cause to be delivered, to Administrative Agent
evidence thereof; and


 


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



 




    	 	- 65 -	 



     


    

  


Notwithstanding the
foregoing provisions of this Section 2.10, if the Loan is included in a REMIC, the release of the Atrium Parcel shall not
be permitted unless, immediately after the release of the Atrium Parcel, either (i) the ratio of the unpaid principal balance of
the Loan to the value of the Remaining Property is equal to or less than 125% (such value to be determined, in Administrative Agent’s
sole discretion, by any commercially reasonable method permitted to a REMIC) or (ii) the principal balance of the Loan is paid
down by the least of the following amounts: (1) the net proceeds of the sale of the Atrium Parcel, (2) the fair market value of
the Atrium Parcel at the time of the release of the Atrium Parcel, or (3) an amount such that the loan-to-value ratio of the Loan
(as so determined by Lender) does not increase after the release of the Atrium Parcel, unless Administrative Agent receives an
opinion of counsel that if such amount is not paid, the Securitization will not fail to maintain its status as a REMIC as a result
of the release of the Atrium Parcel.


 


Administrative Agent
shall, if requested by Borrower, confirm to the Mezzanine Lenders (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).


 


Section
2.11         Pro Rata Treatment. Except to the extent otherwise
provided herein: (a) any borrowing from Lenders under Section 2.2 shall be made from Lenders severally in accordance with
their respective Percentage Shares, (b) each payment or prepayment of principal of the Loan by Borrower shall be made to Administrative
Agent for the account of Lenders pro rata in accordance with the respective their respective Percentage Shares, and (c) each payment
of interest on the Loan by Borrower shall be made to Administrative Agent for the account of Lenders pro rata in accordance with
the amounts of interest on their Individual Loan Commitments then due and payable.


 


Section
2.12         Sharing of Payments, Etc. If a Lender shall obtain
payment of any principal of its Note or of interest thereon through the exercise of any right of setoff, banker’s lien, counterclaim,
or by any other means (including direct payment), and such payment results in such Lender receiving a greater payment than it would
have been entitled to had such payment been paid directly to Administrative Agent for disbursement to Lenders, then such Lender
shall immediately return such payment to Administrative Agent for disbursement to Lenders in accordance with the terms hereof.
Should such Lender fail to return such payment to Administrative Agent within three (3) Business Days after receipt by such Lender,
such Lender shall immediately purchase for cash from the other Lenders participations in the Loan in such amounts, and make such
other adjustments from time to time as shall be equitable, to the end that all Lenders shall share ratably the benefit of such
payment. To such end, Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise)
if such payment is rescinded or must otherwise be restored. Borrower agrees that any Lender so purchasing a participation (or direct
interest) in the Individual Loan Commitments owed to such other Lenders may exercise all rights of set-off, banker’s lien,
counterclaim or similar rights with the respect to such participation as fully as if such Lender were a direct holder of the Loan
in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect
the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness
or obligation of Borrower..


 


Section
2.13         Several Obligations. No Lender shall be responsible
for the failure of any other Lender to perform any obligation to be made or performed by such other Lender hereunder, nor shall
Borrower be responsible for the failure of any Lender to perform any obligation to be made or performed by such Lender hereunder,
and the failure of any Lender to perform any obligation to be made or performed by it hereunder shall not relieve the obligation
of any other Lender to make or to perform any obligation to be made or performed by such other Lender. The liability of each Lender
hereunder shall be several and not joint.


 




    	 	- 66 -	 



     


    

 


Article
3


 


REPRESENTATIONS
AND WARRANTIES


 


Borrower represents
and warrants to Administrative Agent and each 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, operate and lease the Property. Borrower has full power, authority and legal right to mortgage, grant, bargain,
sell, pledge, assign, warrant, transfer and convey the Property pursuant to the terms hereof and to keep and observe all of the
terms of this Agreement, the Note, the Security Instrument and the other Loan Documents on 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 Security Instrument 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 operate the Property, any
applicable organizational documents of the Borrower, or any applicable material indenture, agreement or other instrument binding
upon Borrower or the Property, including, without limitation, the Management Agreement; (v) will not result in the creation or
imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created
hereby and by the other Loan Documents; and (vi) will not require any material authorization or license from, or any filing with,
any Governmental Authority (except for filings or recordings necessary to give notice of or to perfect liens or security interests,
including the recordation of the Security Instrument and the Assignment of Leases and Rents in the appropriate land records in
the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (2) this Agreement,
the Note, the Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and (3) this Agreement,
the Note, the Security Instrument 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)).


 




    	 	- 67 -	 



     


    

 


(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, 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. Borrower is not a party to any
agreement or instrument or subject to any restriction that is reasonably likely to cause a Material Adverse Effect. Borrower is
not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions
contained in any agreement or instrument to which it is a party or by which Borrower or the Property 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 Administrative Agent in connection with the closing of the Loan, Borrower has no material financial obligations under
any agreement or instrument to which Borrower is a party or by which Borrower or the Property is otherwise bound, other than (a)
obligations incurred in the ordinary course of the operation of the Property (including any obligations under Leases) and (b) obligations
under this Agreement, the Security Instrument, the Note and the other 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.


 




    	 	- 68 -	 



     


    

 


Section
3.5           Financial Condition.


 


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


 


(b)          In
the last ten (10) years, no (i) petition in bankruptcy has been filed by or against any Borrower Party (other than Borrower) and
(ii) no Borrower Party (other than 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 Borrower and (ii) 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 A Loan Documents.


 


Section
3.6           Intentionally Omitted.


 


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           Intentionally Omitted.


 


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


 




    	 	- 69 -	 



     


    

 


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 2860636. Borrower’s federal tax identification number is 95-4682715. 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, 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.


 


(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 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 Administrative Agent or
obtained by Administrative Agent, 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 Borrower has
not received notice from any insurance company or bonding company of any defects or inadequacies in the Property, or any part thereof,
which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon
or of any termination or threatened termination of any policy of insurance or bond.


 




    	 	- 70 -	 



     


    

 


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


 


(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)          Borrower
has not (i) made, ordered or contracted for any construction, repairs, alterations or improvements to be made on or to the Property
which have not been completed and paid for in full, (ii) ordered materials for any such construction, repairs, alterations or improvements
which have not been paid for in full or (iii) attached any fixtures to the Property which have not been paid for in full, in each
case other than expenses which (1) are due and payable in the ordinary course of Borrower’s current monthly payment cycle,
(2) will be paid in the ordinary course of Borrower’s current monthly payment cycle and (3) if unpaid, would not 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.


 




    	 	- 71 -	 



     


    

 


(m)          Borrower
has no 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, Guarantor 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 Administrative Agent
or any Lender by Borrower or Guarantor or any Affiliate of Borrower or Guarantor or, to Borrower’s knowledge, by any other
Person (a) are true in all material respects, (b) accurately represent the financial condition of Borrower, Guarantor or the Property,
as applicable, as of the date of such reports, and (c) to the extent prepared or audited by an independent certified public accounting
firm, have been prepared in accordance with the Approved Accounting Method throughout the periods covered, except as disclosed
therein. Borrower does not have 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 or Guarantor from that set
forth in said financial statements.


 


Section
3.14         Condemnation. No Condemnation or other proceeding has
been commenced or, to Borrower’s 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 Administrative Agent certified copies of all Policies or certificates of the Policies (or such other evidence reasonably acceptable
to Administrative Agent) 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.


 




    	 	- 72 -	 



     


    

 


Section
3.18         Leases and Rent Roll. Except as disclosed in the certified
rent roll for the Property delivered to Administrative Agent 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
Administrative Agent in connection with the closing of the Loan, or in the Tenant estoppel certificates delivered by Tenants to
Lender in connection with the closing of the Loan or as disclosed in Schedule VII, (a) Borrower is the sole owner of the
entire lessor’s interest in the Leases; (b) the Leases to which Borrower is a party are valid and enforceable and in full
force and effect (subject to laws affecting creditors’ rights generally and general principles of equity); (c) all of the
Leases to which Borrower is a party are arms-length agreements with third parties not Controlled by Borrower; (d) neither Borrower
nor, to Borrower’s knowledge, any other party under any Lease to which Borrower is a party is in monetary or material non-monetary
default; (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 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 Borrower, as landlord, is required to complete the same), all improvements,
repairs, alterations or other work required to be furnished on the part of Borrower under the Leases have been completed, 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 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 Borrower has no outstanding monetary obligation
to any Tenant under any Lease; (k) Borrower has received no notice from any Tenant challenging the validity or enforceability of
any Lease; (l) the copies of the Leases provided to Administrative Agent are true, correct and complete copies of such Leases;
(m) the Leases are valid and enforceable against 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 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 Borrower under
any of the terms of such Lease, such as a co-tenancy provision. Prior to the Closing Date, Borrower has requested Tenant estoppel
certificates from each Tenant. Borrower has made available to Administrative Agent true and correct copies of all Leases in effect
with respect to the Property that have been requested by Administrative Agent (if any).


 




    	 	- 73 -	 



     


    

 


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 this
Agreement, the Security Instrument, the Note and the other Loan Documents, including, without limitation, the Security Instrument,
have been paid or will be paid, and, to Borrower’s knowledge, under current Legal Requirements, the Security Instrument and
the other Loan Documents are enforceable in accordance with their terms by Administrative Agent (or any subsequent holder thereof)
on behalf of Lenders, 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, 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.


 


(b)          To
Borrower’s knowledge, there has not been and shall never be committed by Borrower or any other Person in occupancy of or
involved with the operation or use of the Property any act or omission affording the federal government or any state or local government
the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower’s obligations
under this Agreement, the Note, the Security Instrument or the other Loan Documents. Borrower hereby covenants and agrees not to
commit, permit or suffer to exist any act or omission affording such right of forfeiture.


 


Section
3.22         Taxes. Borrower has
filed (or has obtained effective extensions for filing) all material federal and state, county, municipal, and city income, personal
property and other tax returns required to have been filed by it and has paid all 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         Permitted Encumbrances. To Borrower’s knowledge,
none of the Permitted Encumbrances, individually or in the aggregate, materially interferes with the benefits of the security intended
to be provided by this Agreement, the Security Instrument, the Note and the other Loan Documents materially and adversely affects
the value or marketability of the Property, materially impairs the use or the operation of the Property for its intended use or
impairs Borrower’s ability to pay its obligations in a timely manner.


 


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.


 




    	 	- 74 -	 



     


    

 


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


 


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).


 


Section
3.29         Embargoed Person. As of the date hereof and at all
times throughout the term of the Loan, including after giving effect to any transfers of interests permitted pursuant to the Loan
Documents, (a) none of the funds or other assets of any Borrower Party constitute (or will constitute) property of, or are (or
will be) beneficially owned, directly or indirectly, by any Person or government that is the subject of economic sanctions or trade
restrictions under U.S. law, including without limitation, the International Emergency Economic Powers Act, 50 U.S.C. §§
1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder
with the result that transactions involving or the investment in any such Borrower Party (whether directly or indirectly) is prohibited
by applicable law or the Loan made by Lenders is in violation of applicable law (“Embargoed Person”); (b) no
Embargoed Person has (or will have) any interest of any nature whatsoever in any Borrower Party, with the result that the investment
in any such Borrower Party (whether directly or indirectly), is prohibited by applicable law or the Loan is in violation of applicable
law; and (c) none of the funds of any Borrower Party have been (or will be) derived from any unlawful activity with the result
that transactions involving or the investment in any such Borrower Party (whether directly or indirectly), is prohibited by applicable
law or the Loan is in violation of applicable law. Any violation of the clauses (a), (b) or (c) above shall,
at Administrative Agent’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.


 




    	 	- 75 -	 



     


    

 


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 Administrative Agent. It shall be an Event of Default hereunder if any Borrower Party or any other
party to any Loan Document (other than Administrative Agent, a 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.


 


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


 


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


 




    	 	- 76 -	 



     


    

 


Section
3.33         Intentionally Omitted.


 


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 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.


 


Section
3.35         No Change in Facts or Circumstances; Disclosure.


 


All information submitted
by Borrower or Guarantor or any Affiliate of Borrower or Guarantor or, to Borrower’s knowledge, by any other Person to Administrative
Agent and Lenders 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 Borrower and/or
Guarantor in this Agreement or in the other 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 Lenders. 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 Administrative Agent and Lenders notwithstanding any investigation
heretofore or hereafter made by Administrative Agent and/or Lenders or on their behalf.


 




    	 	- 77 -	 



     


    

 


Article
4






BORROWER
COVENANTS


 


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


 


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


 


Section
4.2           Legal Requirements.


 


(a)          Borrower
shall promptly comply in all material respects and shall cause the Property to comply in all material respects with all Legal Requirements
applicable to the Property or the use thereof (which such covenant shall be deemed to (i) include Environmental Laws and (ii) require
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 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 Administrative Agent (which request will be made only if Administrative Agent has a reasonable
basis for believing the Property may not be in compliance with Legal Requirements), provide Administrative Agent with evidence
reasonably satisfactory to Administrative Agent that 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 Administrative Agent of the receipt by Borrower of any notice alleging a violation of any Legal Requirements
applicable to the Property, 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.


 




    	 	- 78 -	 



     


    

 


(d)          Borrower,
at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence,
the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower or the Property or any alleged violation
of any Legal Requirement, 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 Borrower is subject and shall not constitute a default thereunder and such proceeding shall be permitted by
and conducted in accordance with all applicable Legal Requirements; (iii) neither the Property (nor any part thereof or interest
therein) will be in imminent danger of being sold, forfeited, terminated, cancelled or lost, nor shall there be any risk of the
lien of the Security Instrument being primed by any lien arising from any such alleged violation; (iv) Borrower shall promptly
upon final determination thereof comply in all material respects with any such Legal Requirement determined to be valid or applicable
or cure any material violation of any Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal
Requirement against Borrower or the Property (or, alternatively, Borrower shall comply with such Legal Requirement during the pendency
of the dispute); (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested
by Administrative Agent, 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 Administrative Agent
with prior written notice of such contest or action. Administrative Agent 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 Administrative Agent, the validity,
applicability or violation of such Legal Requirement is finally established or the Property (or any part thereof or interest therein)
shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be a risk of the lien of the
Security Instrument being primed by any lien arising from any such alleged violation. Any security provided to Administrative Agent
pursuant to clause (vi) above will be released to Borrower upon resolution of the dispute relating to compliance with the Legal
Requirement and discharge of any sum owed by Borrower to resolve that dispute.


 


Section
4.3           Maintenance and Use of Property. Borrower
shall cause the Property to be maintained in a good and safe condition and repair. The Improvements and the Personal Property shall
not be removed, demolished or materially altered (except for normal replacement of the Personal Property) without the consent of
Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, or as otherwise permitted pursuant
to Section 4.21 hereof. Subject to the terms and conditions of Article VII hereof, 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 operate the Property for the same uses as the Property is currently operated and Borrower
shall not, without the prior written consent of Administrative Agent, (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 the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written
consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed.


 


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


 




    	 	- 79 -	 



     


    

 


Section
4.5           Property Taxes and Other Charges.


 


(a)          Borrower
shall pay (or cause to be paid) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property
or any part thereof prior to the date the same shall become delinquent, subject to Borrower’s right to contest any Taxes
and Other Charges pursuant to Section 4.5(b) below; provided, however, prior to the occurrence and continuance of an Event
of Default, Borrower’s obligation to directly pay such Taxes shall be suspended for so long as Borrower complies with the
terms and provisions of Section 8.6 hereof. Borrower shall furnish to Administrative Agent 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 Administrative Agent pursuant to Section
8.6 hereof). 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, and shall promptly pay for all utility services provided to the Property.


 


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


 




    	 	- 80 -	 



     


    

 


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


 


Section
4.7           Access to Property. Borrower shall permit
agents, representatives and employees of Administrative Agent 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 Administrative Agent of any material adverse change in 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 with Administrative Agent with respect to any proceedings before any court, board or
other Governmental Authority which may in any way affect the rights of Administrative Agent and/or any Lender hereunder or any
rights obtained by Administrative Agent and/or any Lender under any of the Note, the Security Instrument or the other Loan Documents
and, in connection therewith, permit Administrative Agent, at its election, to participate in any such proceedings.


 


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 Security Instrument, the Note and the other Loan Documents is a material inducement
to Lenders in making the Loan.


 


Section
4.11         Intentionally Omitted.


 


Section
4.12         Books and Records.


 


(a)          Borrower
shall furnish to Administrative Agent:


 


(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;


 




    	 	- 81 -	 



     


    

 


(iii)        within
eighty-five (85) days after the close of each fiscal year of Borrower, (A) with respect to Borrower, an annual balance sheet, statement
of cash flow, profit and loss statement and statement of change in financial position (each of which shall not include any Person
other than 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 Administrative
Agent 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 Administrative Agent; 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 Administrative Agent and Lenders for informational
purposes and (B) after the occurrence and during the continuance of a Trigger Period, not take effect until approved by Administrative
Agent (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 Administrative
Agent 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 Administrative Agent’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 Administrative Agent’s approval under this Section 4.12(a) and Administrative Agent
thereafter fails to respond, Administrative Agent’s approval shall be deemed given with respect to the matter for which approval
was requested.


 


(b)          Intentionally
omitted.


 


(c)          Borrower
shall, within ten (10) Business Days after Administrative Agent’s request therefor, furnish Administrative Agent (and shall
cause Guarantor to furnish to Administrative Agent) with such other additional financial or management information relating to
Borrower, Guarantor or the Property as may, from time to time, be reasonably requested by Administrative Agent; 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 Administrative Agent and its agents reasonable facilities for the examination and audit of any such financial
or management information.


 




    	 	- 82 -	 



     


    

 


(d)          Borrower
agrees that (i) Borrower shall keep adequate books and records of account and (ii) all Required Financial Items (defined below)
to be delivered to Administrative Agent 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 Administrative Agent (it being agreed that the form of financial reports submitted to Administrative
Agent in connection with the closing of the Loan shall be deemed acceptable to Administrative Agent) 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 Administrative Agent (on its own behalf or on behalf of any Lender), be
audited (on a consolidated basis at the Guarantor-level) by an independent certified public accountant reasonably acceptable to
Administrative Agent.


 


(e)          Borrower
acknowledges the importance to Lenders 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 Administrative Agent 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 Administrative Agent
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 Administrative Agent’s option, constitute an immediate Event of Default hereunder.


 


Section
4.13         Estoppel Certificates.


 


(a)          After
request by Administrative Agent (on its own behalf or on behalf of any Lender), Borrower, within fifteen (15) Business Days after
such request, shall furnish Administrative Agent (for the benefit of Lenders) or any proposed assignee of any Lender with a statement
stating (i) the Outstanding Principal Balance of the Loan, (ii) the Interest Rate, (iii) the date installments of
interest and/or principal were last paid, (iv) any offsets or defenses to the payment and performance of the Obligations,
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, Administrative Agent 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 Administrative Agent’s knowledge, this Agreement and the other Loan Documents have not been
modified or if modified, giving particulars of such modification.


 


(b)          Borrower
shall use commercially reasonable efforts to deliver to Administrative Agent (for the benefit of Lenders) or any proposed assignee
of any Lender, upon request, estoppel certificates from each Tenant under any Lease in substantially the same form and substance
delivered at closing or otherwise in form and substance reasonably satisfactory to Administrative Agent (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).


 




    	 	- 83 -	 



     


    

 


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


 


(d)          Borrower
shall use commercially reasonable efforts to deliver to Administrative Agent, within fifteen (15) Business Days of request, estoppel
certificates from each party under any Property Document in form and substance reasonably acceptable to Administrative Agent; 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, in the ordinary course of business without Administrative Agent’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 Administrative Agent), (iii) is with unaffiliated, third
parties (unless otherwise consented to by Administrative Agent), (iv) provides that the Tenant thereunder will attorn to Administrative
Agent 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, without the consent or approval of Administrative Agent, 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 Borrower’s business. Notwithstanding anything to the contrary
contained herein, Borrower shall not, without the prior written approval of Administrative Agent (which approval shall not be unreasonably
withheld, conditioned or delayed), enter into, renew, extend, amend, or modify (other than to a de minimis extent), consent to
any assignment of or subletting under, waive any provisions of, release any party to, terminate, reduce rents under, accept a surrender
of space under, or shorten the term of, in each case, any Major Lease, except (x) 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 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 Administrative Agent’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 Borrower’s
consent and/or approval) to effectuate such action.


 




    	 	- 84 -	 



     


    

 


(b)          Borrower
(i) shall 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 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 terminate or accept a surrender of a Major Lease without the Administrative Agent’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 Administrative Agent consent
under this clause (ii) and Administrative Agent thereafter fails to respond, Administrative Agent’s approval shall
be deemed given; (iii) shall not collect any of the Rents more than one (1) month in advance (other than Security Deposits); (iv)
shall not execute any assignment of Borrower’s interest in the Leases or the Rents (except as contemplated by the Loan Documents);
(v) shall not, without the Administrative Agent’s prior written consent, 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 Administrative Agent with executed copies of all Leases.


 


(c)          Notwithstanding
anything contained herein to the contrary, Borrower shall provide to Administrative Agent 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 Administrative Agent’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 Administrative Agent with written notice of
any Tenant under a Major Lease “going dark” under such Tenant’s Lease within fifteen (15) days after Borrower
obtains knowledge that such Tenant “has gone dark”. Borrower agrees to provide Administrative Agent with written notice
of any monetary or material non-monetary default under a Major Lease within fifteen (15) days after Borrower obtains knowledge
of the occurrence of any such event of default. Borrower’s failure to provide any of the aforesaid notices shall, at Administrative
Agent’s option, constitute an Event of Default.


 


(d)          Borrower
shall notify Administrative Agent in writing, within two (2) Business Days following receipt thereof, of Borrower’s receipt
of any Lease Termination Payment or other termination fee or payment paid by any Tenant under any Lease. 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 to be held and disbursed in accordance with Section 8.3 hereof; and Borrower covenants and agrees that,
until deposited in accordance herewith, Borrower shall hold any such termination fee or payment in trust for the benefit of Lenders.


 


(e)          Intentionally
omitted.


 


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


 




    	 	- 85 -	 



     


    

 


Section
4.15         Management Agreement.


 


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


 


(b)          Borrower
shall not, without the prior written consent of Administrative Agent (not to be unreasonably withheld, conditioned or delayed),
(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, Administrative Agent shall have the
right, but shall be under no obligation, to pay any sums and to perform any act or take any action reasonably necessary to cause
all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly
performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall
be kept unimpaired and free from default. Upon prior written notice to Borrower, Administrative Agent and any Person designated
by Administrative Agent 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 Administrative Agent a copy of any notice sent
to Borrower of default under the Management Agreement, such notice shall constitute full protection to Administrative Agent and
Lenders for any action taken or omitted to be taken by Administrative Agent or any Lender in good faith, in reliance thereon. Borrower
shall not permit Manager to sub-contract to a third party (other than an Affiliate) any or all of its management responsibilities
under the Management Agreement, provided, that Manager may sub-contract to a Qualified Manager 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) Borrower shall have no 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 Borrower with the terms of the Management Agreement as may be requested by Administrative
Agent (on its own behalf or on behalf of any Lender).


 




    	 	- 86 -	 



     


    

 


(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 Administrative Agent 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 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) Administrative Agent 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 Manager to resign as Manager or otherwise cease managing the
Property until a New Manager approved by Administrative Agent 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 Assignment of Management Agreement,
ceases to be in full force or effect or is for any other reason no longer in effect (including, without limitation, in connection
with any Sale or Pledge), then Administrative Agent may require Borrower to engage, in accordance with the terms and conditions
set forth herein and in the Assignment of Management Agreement, a New Manager to manage the Property, which such New Manager shall
be a Qualified Manager and shall be engaged pursuant to a Qualified Management Agreement.


 


(h)          As
conditions precedent to any engagement of a New Manager hereunder, (i) such New Manager and Borrower shall execute an assignment
of management agreement in the form reasonably required by Administrative Agent 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 Administrative
Agent, Borrower shall deliver to Administrative Agent for the benefit of Lenders, 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 Administrative Agent pursuant to this Section 4.15 shall bear interest at the
Default Rate from the date that is ten (10) Business Days after Administrative Agent demands payment from Borrower to the date
of payment to Administrative Agent, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security
Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Administrative Agent or any Lender
therefor.


 




    	 	- 87 -	 



     


    

 


Section
4.16         Payment for Labor and Materials.


 


(a)          Subject
to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials,
and specifically fabricated materials incurred by Borrower in connection with the Property (any such bills and costs, a “Work
Charge”), the failure of which to pay could reasonably be expected to have a Material Adverse Effect, and in any event
never permit to exist against the Property (or any part thereof) or against 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 Loan Documents other
than the liens or security interests created hereby and by the Security Instrument, except for the Permitted Encumbrances.


 


(b)          Borrower,
at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence,
the validity of any Work Charge, the applicability of any Work Charge to Borrower or to the Property or any alleged non-payment
of any Work Charge and defer paying the same, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding
shall be permitted under and be conducted in accordance with the provisions of any instrument to which Borrower is subject and
shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements;
(iii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated,
cancelled or lost nor shall there be any risk of the lien of the Security Instrument being primed by any lien as a result of such
Work Charge; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge
determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from
the Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) if the amount
in dispute exceeds $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 Administrative Agent 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 Administrative Agent, to insure payment of such Work Charge, together with all interest and penalties payable in connection
therewith. Administrative Agent 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 Administrative Agent, the validity, applicability or non-payment of such Work Charge is finally
established or the Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated,
cancelled or lost or there shall be any danger of the lien of the Security Instrument being primed by any lien as a result of such
Work Charge.


 


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


 




    	 	- 88 -	 



     


    

 


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


 


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 Administrative Agent or any 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 Administrative Agent such certifications or other evidence from time to time throughout
the term of the Security Instrument, as requested by Administrative Agent 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 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.


 




    	 	- 89 -	 



     


    

 


Section
4.21         Alterations. The Administrative Agent’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
Section 8.2 hereof). Notwithstanding the foregoing, Administrative Agent’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 Administrative Agent, for information purposes only, plans, specifications and a revised
budget, and Borrower may make changes to any such plans, specifications and budgets previously delivered to Administrative Agent,
without the consent of Administrative Agent, provided that (i) such changed plans, specifications and budgets are promptly delivered
to Administrative Agent and (ii) Administrative Agent 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, Administrative
Agent’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
any Permitted Alterations without Administrative Agent’s consent unless, prior to the commencement of any such Permitted
Alterations, Borrower shall have delivered to Administrative Agent 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 Administrative Agent or (IV) a completion guaranty from a replacement
guarantor (which guarantor and guaranty shall be acceptable to Administrative Agent in its sole and absolute discretion). To the
extent any construction in connection with Permitted Alterations has commenced, Borrower shall 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), Administrative Agent. 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 Administrative Agent 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 Administrative Agent (provided that, if such alteration occurs after a Securitization, Administrative
Agent shall have received a Rating Agency Confirmation as to the form and issuer of same), or (iv) a completion bond reasonably
acceptable to Administrative Agent (provided that, if such alteration occurs after a Securitization, Administrative Agent shall
have received a Rating Agency Confirmation as to the form and issuer of same); provided, however, Administrative Agent 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 Administrative Agent or (y) provide the foregoing guaranty. Any such security provided to Administrative Agent
will be released on a percentage basis equal to 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 Administrative Agent’s
consent or approval under this Section 4.21 with respect to such alteration, improvement or replacement and Administrative
Agent thereafter fails to respond, Administrative Agent’s consent or approval, as applicable, shall be deemed given with
respect to the matter for which approval was requested.


 




    	 	- 90 -	 



     


    

 


Section
4.22         Property Documents. Borrower shall (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 Administrative Agent 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 Administrative Agent (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 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.


 




    	 	- 91 -	 



     


    

 


Article
5






ENTITY
COVENANTS


 


Section
5.1           Single Purpose Entity/Separateness.


 


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


 


(i)          engage
in any business or activity other than the ownership, operation, management, leasing, improvement and/or maintenance of the Property
and activities incidental thereto;


 


(ii)         acquire
or own any assets other than (A) the Property, (B) Borrower’s leasehold interest in the Garage Penthouse Lease (which interest
has terminated as of the Closing Date) and (C) such incidental Personal Property as may be necessary for the ownership, leasing,
improvement, maintenance and/or operation of Property and activities related or incidental thereto;


 


(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, 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 (A) the Debt,
(B) trade and operational indebtedness incurred in the ordinary course of business with trade creditors, provided such indebtedness
is (1) unsecured, (2) not evidenced by a note, (3) on commercially reasonable terms and conditions, and (4) due not more than one
hundred and sixty (60) days past the date incurred and paid on or prior to such date, (C) Permitted Equipment Leases, (D) indebtedness
incurred prior to the Closing Date in connection with the ownership of the Property that has been indefeasibly repaid in full or
is otherwise no longer owed by Borrower (contingent or otherwise) and/or (E) the Permitted Alterations Obligations; provided however,
the aggregate amount of the indebtedness described in (B) and (C) shall not exceed at any time five percent (5%) of the outstanding
principal amount of the Debt. No Indebtedness other than the Debt may be secured (senior, subordinate or pari passu) by
the Property;


 




    	 	- 92 -	 



     


    

 


(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 records, other entity documents, resolutions and agreements as official records;


 


(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 Administrative Agent 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 credit for the benefit of any other Person or hold out its assets or credit as
being available to satisfy the debts or obligations of any other Person;


 


(xii)        make
any loans 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;


 




    	 	- 93 -	 



     


    

 


(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 Administrative Agent, (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);


 


(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 (or, for so long as the Manager is acting on behalf of Borrower,
the name of the Manager on behalf of Borrower);


 


(xviii)    fail
to intend to remain solvent and pay its own liabilities (including, without limitation, salaries of its own employees, if any)
only from its own funds or 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;


 




    	 	- 94 -	 



     


    

 


(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.


 


(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).


 




    	 	- 95 -	 



     


    

 


(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).


 




    	 	- 96 -	 



     


    

 


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 applicable Mezzanine Loan Agreement)
for any Mezzanine Borrower or any SPE Component Entity (as such term is defined in the applicable Mezzanine Loan Agreement) of
any Mezzanine 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.


 




    	 	- 97 -	 



     


    

 


(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 Administrative Agent 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.


 


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 Administrative Agent 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 Administrative Agent and, if required by Administrative Agent, a Rating Agency
Confirmation with respect thereto. Borrower shall authorize Administrative Agent, prior to or contemporaneously with the effective
date of any such change, to file any financing statement or financing statement change required by Administrative Agent to establish
or maintain the validity, perfection and priority of the security interest granted herein. At the request of Administrative Agent,
Borrower shall execute a certificate in form satisfactory to Administrative Agent listing the trade names under which Borrower
or any applicable SPE Component Entity intends to operate the Property, and representing and warranting that Borrower or the applicable
SPE Component Entity does business under no other trade name with respect to the Property.


 


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


 




    	 	- 98 -	 



     


    

 


Section
5.5           Recycled Entity. Borrower hereby represents
and warrants to Administrative Agent and each 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 Administrative Agent are true, correct and
not violated or breached.


 


Article
6






NO
SALE OR ENCUMBRANCE


 


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


 


Section
6.2           No Sale/Encumbrance.


 


(a)          It
shall be an Event of Default if, without the prior written consent of Administrative Agent with Requisite Lender consent, a Sale
or Pledge of the Property or any part thereof or any legal or beneficial interest therein (including, without limitation, the Loan
and/or Loan Documents) occurs, a Sale or Pledge of an interest in any Restricted Party occurs and/or Borrower shall acquire any
real property in addition to the real property owned by Borrower as of the Closing Date (each of the foregoing, collectively, a
“Prohibited Transfer”), other than as permitted pursuant to the express terms of this Article 6. For the avoidance
of doubt, 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”.


 




    	 	- 99 -	 



     


    

 


(b)          A
Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the
Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial
part of the Property for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the
grant of a security interest in, Borrower’s right, title and interest in and to any (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 consented to or acquiesced
in by Borrower or its Affiliates, 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 consented
to or acquiesced in by 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 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.


 




    	 	- 100 -	 



     


    

 


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 Administrative Agent: (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 Borrower or Mezzanine A 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 A Loan and the exercise of any rights or
remedies Mezzanine A Lender may have under the Mezzanine A Loan Documents and the pledge of any interest in Mezzanine A 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), Administrative Agent shall receive, unless otherwise waived
by Administrative Agent 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 Administrative Agent 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 Administrative Agent in its sole
discretion, conditioned upon delivery to Administrative Agent 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 Administrative Agent’s
request, Borrower shall deliver to Administrative Agent 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, Administrative
Agent shall have received “KYC” searches (in form, scope and substance and from a provider, in each case, determined
by and reasonably acceptable to Administrative Agent). Upon request from Administrative Agent, Borrower shall promptly provide
Administrative Agent with a revised version of the organizational chart delivered to Administrative Agent 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.


 




    	 	- 101 -	 



     


    

 


Borrower shall pay
to Administrative Agent all actual out-of-pocket costs and expenses incurred by Administrative Agent and Lenders 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 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 Administrative
Agent 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 obtain and maintain, or cause to be obtained and maintained, insurance for Borrower and the Property providing at least the
following coverages:


 




    	 	- 102 -	 



     


    

 


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


 


(ii)         commercial
general liability insurance against all claims for personal injury, bodily injury, death or property damage occurring upon, in
or about the Property, such insurance (A) to be on the so-called “occurrence” form with a general aggregate limit of
not less than $2,000,000 and a per occurrence limit of not less than $1,000,000, with a deductible or self-insured retention no
greater than $250,000; (B) to continue at not less than the aforesaid limit until required to be changed by Administrative Agent
in writing by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following
hazards: (1) premises and operations; (2) products and completed operations on an “if any” basis; (3) independent contractors;
(4) contractual liability for all insured contracts; (5) contractual liability covering the indemnities contained in Article 13
hereof to the extent the same is available; and (6) acts of terrorism;


 




    	 	- 103 -	 



     


    

 


(iii)        loss
of rents and/or business interruption insurance (A) with loss payable to Administrative Agent for the benefit of Lenders subject
to the Restoration Threshold stated in Section 7.4 hereof; (B) covering all risks required to be covered by the insurance
provided for in Subsection 7.1(a)(i) (including terrorism), (iv) and (vi) through (viii); (C) in an
amount equal to 100% of the projected gross income from the Property for no-less than an 18-month restoration period; the amount
of such business interruption/loss of rents insurance shall be determined prior to the Closing Date and at least once each year
thereafter determined based on the projected gross income from the Property for the succeeding twelve (12) month period; and (D)
containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and the
Personal Property has been repaired, the continued loss of income will be insured until such income either returns to the same
level it was at prior to the loss, or the expiration of six (6) months from the date that the Property is repaired or replaced
and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period.
Notwithstanding anything to the contrary contained herein or in any other Loan Documents, to the extent that insurance proceeds
are payable to Administrative Agent pursuant to this Subsection (the “Rent Loss Proceeds”) and Borrower is entitled
to disbursement of Net Proceeds for Restoration in accordance with the terms hereof, (1) a Trigger Period shall be deemed to exist
and (2) such Rent Loss Proceeds shall be deposited by Administrative Agent in the Cash Management Account and disbursed as provided
in Article 9 hereof; provided, however, that (I) nothing herein contained shall be deemed to relieve Borrower of its obligations
to pay the obligations secured hereunder on the respective dates of payment provided for in the Note except to the extent such
amounts are actually paid out of the Rent Loss Proceeds and (II) in the event the Rent Loss Proceeds are paid in a lump sum in
advance and Borrower is entitled to disbursement of such Rent Loss Proceeds in accordance with the terms hereof, Administrative
Agent or Servicer shall hold such Rent Loss Proceeds in a segregated interest-bearing Eligible Account (which shall deemed to be
included within the definition of the “Accounts” hereunder) and Administrative Agent or Servicer shall estimate the
number of months required for Borrower to restore the damage caused by the applicable Casualty, shall divide the applicable aggregate
Rent Loss Proceeds by such number of months and shall disburse such monthly installment of Rent Loss Proceeds from such Eligible
Account into the Cash Management Account each month during the performance of such Restoration;


 


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


 


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


 




    	 	- 104 -	 



     


    

 


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


 


(vii)       if
any portion of the Improvements is at any time located in an area identified by (A) the Federal Emergency Management Agency in
the Federal Register as an area having special flood hazards and/or (B) the Secretary of Housing and Urban Development or any successor
thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection
Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended, or any successor law (the “Flood
Insurance Acts”), flood hazard insurance in an amount equal to the maximum limit of coverage available for the Property
under the Flood Insurance Acts, plus such higher amount or other related and/or excess coverage as Administrative Agent may require,
but in each case, required amounts will be no higher than amounts required by prudent lenders of similar loan types and sizes for
commercial property similar to the Property located in or around the region in which the Property is located);


 


(viii)      earthquake,
sinkhole and mine subsidence insurance, if Property is located within a Seismic Zone 3 or 4 and the probable maximum loss is 20%
or greater, in amounts equal to the probable maximum loss of the Property as determined by an independent seismic or engineering
study in form and substance satisfactory to Administrative Agent, provided that the insurance pursuant to this Subsection (viii)
shall be on terms consistent with the all risk insurance policy required under Section 7.1(a)(i);


 


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


 


(x)          intentionally
Omitted;


 


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


 


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


 




    	 	- 105 -	 



     


    

 


(b)          All
insurance provided for in Subsection 7.1(a) hereof shall be obtained under valid and enforceable policies (the “Policies”
or in the singular, the “Policy”), in such forms and, from time to time after the date hereof, in such amounts
as may be satisfactory to Administrative Agent, issued by financially sound and responsible insurance companies authorized and
admitted to do business in the state in which the Property is located and approved by Administrative Agent. The insurance companies
must have a claims paying ability/financial strength rating of ”A-“ or better by S&P or “A3” or better
by Moody’s or, for insurance companies that are not rated by S&P or Moody’s (which shall be permitted in similar
participation amounts and placement within the overall program as on the Closing Date, or as otherwise approved by Administrative
Agent), a general policy rating of “A” or better and a financial class of “X” or better by A.M. Best Company,
Inc. (each such insurer shall be referred to below as a “Qualified Insurer”). Within 10 days of Administrative
Agent’s request following a loss at the Property, Borrower shall deliver redacted certified copies of the Policies to Administrative
Agent, provided the Policies are available. Prior to the expiration dates of the Policies or certificates theretofore furnished
to Administrative Agent, certificates of insurance evidencing the renewal or successor Policies accompanied by evidence satisfactory
to Administrative Agent of payment of the premiums due thereunder (the “Insurance Premiums”), shall be delivered
by Borrower to Administrative Agent.


 


Notwithstanding anything to the contrary
contained above, Liberty IC Casualty LLC, a licensed captive insurance company, (“Liberty”) shall be an acceptable
insurer of perils of terrorism and acts of terrorism, so long as (i) the policy issued by Liberty has (A) no aggregate limit, and
(B) a deductible of no greater than that as calculated pursuant to the Terrorism Risk Insurance Program Reauthorization Act of
2015 (TRIPRA) or the then-current successor act, (ii) other than the $1,000,000 deductible, the portion of such insurance which
is not reinsured by the government of the United States of America is reinsured by an insurance carrier or carriers rated no less
than “A-” or better by S&P or “A3” or better by Moody’s (provided that Borrower shall cause such
re-insurance agreements to provide a cut-through endorsement acceptable to Lender), (iii) TRIPRA or a similar federal statute is
in effect and provides that the federal government must reinsure that portion of any terrorism insurance claim (A) above the applicable
deductible payable by Liberty, and (B) as per the current TRIPRA legislation, (iv) Liberty shall be licensed in the District of
Columbia; (v) Liberty is not the subject of a bankruptcy or similar insolvency proceeding, and (vi) no Governmental Authority issues
any statement, finding, or decree that insurers of perils of terrorism similar to Liberty (i.e., captive insurers arranged similar
to Liberty) do not qualify for the payments or benefits of TRIPRA. Coverage provided by Liberty shall have no deductible in excess
of One Million Dollars ($1,000,000) per occurrence. In the event that Liberty is providing insurance coverage (i) to other properties
in close proximity to the Property, and/or (ii) to other properties owned by a Person(s) who is not an Affiliate of Borrower, and
such insurance is not subject to the same reinsurance and other requirements of this Section 7.1, then Lender may reasonably
re-evaluate the limits and deductibles of the insurance required to be provided by Liberty hereunder. In the event any of the foregoing
conditions are not satisfied, Liberty shall not be deemed an acceptable insurer of terrorism losses. Borrower represents, warrants,
and covenants to Lender, on behalf of Liberty, that the insurance premiums for the insurance coverages provided to Borrower by
Liberty are fair market value insurance premiums


 


(c)          Borrower
shall not obtain (or permit to be obtained) with regard to the Property (i) any umbrella or blanket liability or casualty Policy
unless, in each case, such Policy is approved in advance in writing by Administrative Agent, the interest of the Administrative
Agent for the benefit of the Lenders is included therein as provided in this Agreement, such Policy is issued by a Qualified Insurer
and such Policy includes such changes to the coverages and requirements set forth herein as may be required by Administrative Agent
(including, without limitation, increases to the amount of coverages required herein) or (ii) separate insurance concurrent in
form or contributing in the event of loss with that required in Subsection 7.1(a) to be furnished by, or which may be reasonably
required to be furnished by, Borrower.


 




    	 	- 106 -	 



     


    

 


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


 


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


 


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


 


(ii)         the
Policy shall not be cancelled without at least 30 days’ written notice (via certified mail, postage prepaid, return receipt
requested) to Administrative Agent and any other party included therein as an insured, save for 10 days’ notice for cancellation
due to non-payment of premium;


 


(iii)        the
issuer(s) of the Policy shall give written notice to Administrative Agent (via certified mail, postage prepaid, return receipt
requested) if the Policy has not been renewed prior to its expiration. If insurers will not provide said notice, the obligation
will fall to the Borrower to inform of the same;


 


(iv)        not
contain any clause or provision that would make Administrative Agent or any Lender liable for any Insurance Premiums thereon or
subject to any assessments or commissions thereunder and that the related issuer(s) waive any related claims to the contrary; and


 


(v)         Administrative
Agent shall, at its option and with no obligation to do so, have the right to directly pay Insurance Premiums in order to avoid
cancellation, expiration and/or termination of the Policy due to non-payment of Insurance Premiums.


 


(f)          Intentionally
Omitted.


 


(g)          If
at any time Administrative Agent is not in receipt of written evidence that all insurance required hereunder is in full force and
effect, Administrative Agent shall have the right, with written notice to Borrower to take such action as Administrative Agent
deems necessary to protect its interest in the Property, including, without limitation, the obtaining of such levels of insurance
coverage as stipulated in this Section 7.1, and all expenses incurred by Administrative Agent in connection with such action
or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Administrative Agent upon demand and until
paid shall be secured by the Security Instrument and shall bear interest at the Default Rate.


 




    	 	- 107 -	 



     


    

 


(h)          Intentionally
Omitted.


 


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


 


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


 


(k)          Borrower
hereby represents that the physical address(es) for each portion of the Improvements for all purposes (including, without limitation,
insurance purposes) are as follows: 333 S Grand Ave and 330 S Hope Street, Los Angeles, CA 90071.


 


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 Administrative Agent (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 $2,500,000) and shall promptly commence and
diligently prosecute the completion of the Restoration of the Property and otherwise comply with the provisions of Section 7.4.
Borrower shall pay all costs of Restoration (including, without limitation, any applicable deductibles under the Policies) whether
or not such costs are covered by the Net Proceeds. Administrative Agent may, but shall not be obligated to, make proof of loss
if not made promptly by Borrower.


 




    	 	- 108 -	 



     


    

 


Section
7.3           Condemnation. Borrower shall promptly give
Administrative Agent 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 Administrative Agent copies of any and all papers served in connection with
such proceedings. Administrative Agent may participate in any such proceedings, and Borrower shall from time to time deliver to
Administrative Agent all instruments reasonably requested by Administrative Agent to permit such participation. Borrower shall,
at its expense, diligently prosecute any such proceedings, and shall consult with Administrative Agent, 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
Administrative Agent, after
the deduction of expenses
of collection, to
the reduction
or discharge of the Debt. Administrative Agent
shall not be limited to the interest
paid on the Award
by the condemning
authority but shall be entitled
to receive out of the Award
interest
at the rate or rates
provided herein
or in the Note. If the Property
or any portion
thereof is taken by
a condemning
authority, Borrower
shall promptly commence and diligently prosecute the Restoration of the Property (to the extent such Restoration is applicable)
and otherwise comply with the provisions of Section 7.4. Borrower shall pay all costs of Restoration whether or not
such costs are covered by the Net Proceeds. If the Property
is sold, through foreclosure
or otherwise, prior to the receipt
by Administrative Agent, for the benefit of Lenders
of the Award, Administrative
Agent shall have the right, whether
or not a deficiency judgment
on the Note shall have been sought,
recovered
or denied, to receive
the Award, or
a portion thereof sufficient
to pay the Debt. Notwithstanding the foregoing or anything to the contrary contained herein, if, in connection with any Casualty
or Condemnation, after a Securitization a prepayment of the Debt (in whole or in part) is required under REMIC Requirements, (a)
the applicable Net Proceeds shall be applied to the Debt in accordance with Section 7.4(c) hereof and (b) to the extent
that the amount of the applicable Net Proceeds actually applied to the Debt in connection therewith is insufficient under REMIC
Requirements, Borrower shall, within five (5) days of demand by Administrative Agent, prepay the principal amount of the Debt in
accordance with the applicable terms and conditions hereof in an amount equal to such insufficiency plus the amount of any then
applicable Interest Shortfall (such prepayment, together with any related Interest Shortfall payment, collectively, the “REMIC
Payment”). After a Securitization Administrative Agent may require Borrower to deliver a REMIC Opinion in connection
with each of the foregoing.


 


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


 


(a)          If
the Net Proceeds shall be less than the Restoration Threshold and the costs of completing the Restoration shall be less than the
Restoration Threshold, the Net Proceeds will be disbursed to Borrower, provided that all of the conditions set forth in Section
7.4(b)(i) are met and Borrower delivers to Administrative Agent a written undertaking
to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this
Agreement.


 




    	 	- 109 -	 



     


    

 


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


 


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


 


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


 


(B)         (1)
in the event the Net Proceeds are insurance proceeds, less than thirty percent (30%) of the total floor area of the Improvements
on the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (2) in the event the Net
Proceeds are condemnation proceeds, less than ten percent (10%) of the land constituting the Property is taken, and such land is
located along the perimeter or periphery of the Property, and no portion of the Improvements is located on such land;


 


(C)         Leases
demising in the aggregate a percentage amount equal to or greater than 75% of the total rentable space in the Property which has
been demised under executed and delivered Leases in effect as of the date of the occurrence of the applicable Casualty or Condemnation,
whichever the case may be, shall remain in full force and effect during and after the completion of the Restoration (other than
Leases which automatically expire by their terms), notwithstanding the occurrence of any such Casualty or Condemnation, whichever
the case may be;


 


(D)         Borrower
shall commence (or shall cause the commencement of) the Restoration as soon as reasonably practicable (but in no event later than
sixty (60) days after the issuance of a building permit with respect thereto) and shall diligently pursue the same to satisfactory
completion;


 


(E)         Administrative
Agent shall be satisfied that any operating deficits which will be incurred with respect to the Property as a result of
the occurrence of any such Casualty or Condemnation will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred
to in Section 7.1(a)(iii) above, or (3) by other funds of Borrower;


 


(F)         Administrative
Agent shall be satisfied that the Net Proceeds together with any other collateral, guaranties, any cash or cash equivalent
deposited by Borrower with or delivered by Borrower to Administrative Agent are sufficient to cover the cost of the Restoration;


 


(G)         Administrative
Agent shall be satisfied that, upon the completion of the Restoration, the debt yield for the Property (which debt yield shall
be determined by Administrative Agent in its reasonable discretion), shall be at least equal to the lesser of (1) (i) 6.25% during
the initial term of the Loan and the first Extension Period, (ii) 6.50% during the second Extension Period, and (iii) 6.75% during
the third Extension Period and (2) the Debt Yield as of the date immediately prior to the occurrence of the applicable Casualty
or Condemnation;


 




    	 	- 110 -	 



     


    

 


(H)         Administrative
Agent shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) six (6) months
prior to the Maturity Date, (2) such time as may be required under applicable Legal Requirements or (3) the expiration of the insurance
coverage referred to in Section 7.1(a)(iii) above;


 


(I)         Administrative
Agent shall be satisfied that, upon the completion of the Restoration, the Debt Service Coverage Ratio, shall be at least 1.00:1.00;


 


(J)         the
Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements
in all material respects and the Property Documents;


 


(K)         the
Restoration shall be done and completed in an expeditious and diligent fashion and in compliance in all material respects with
all applicable Legal Requirements and the Property Documents;


 


(L)         the
Property Documents (other than those of a de minimis nature) will remain in full force and effect during and after the Restoration
and a Property Document Event shall not occur as a result of the applicable Casualty, Condemnation and/or Restoration; and


 


(M)         after
a Securitization, Administrative Agent shall be satisfied that making the Net Proceeds available for Restoration shall be permitted
pursuant to REMIC Requirements and, in that regard, Administrative Agent may require
Borrower to deliver a REMIC Opinion in connection therewith.


 


(ii)         The
Net Proceeds shall be held by Administrative Agent, for the benefit of Lenders and, until disbursed in accordance with the provisions
of this Section 7.4(b), shall constitute additional security for the Debt and other obligations under this Agreement, the
Security Instrument, the Note and the other Loan Documents. The Net Proceeds (other than the Rent Loss Proceeds) shall be disbursed
by Administrative Agent to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of
evidence reasonably satisfactory to Administrative Agent that (A) all materials installed and work and labor performed (except
to the extent that they are to be paid for out of the requested disbursement) in connection with the related Restoration item have
been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or
notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property which (1) are not
being contested by Borrower in accordance with the terms hereof, (2) have not either been fully bonded to the reasonable satisfaction
of Administrative Agent and discharged of record or (3) in the alternative fully insured to the satisfaction of Administrative
Agent by the title company issuing the Title Insurance Policy.


 




    	 	- 111 -	 



     


    

 


(iii)        With
respect to any Casualty in excess of the Restoration Threshold, all plans and specifications required in connection with the Restoration
shall be subject to prior review and acceptance in all respects by Administrative Agent and by an independent consulting engineer
selected by Administrative Agent (the “Casualty Consultant”), such acceptance of the plans and specifications
not to be unreasonably withheld, conditioned or delayed. Administrative Agent shall have the use of the plans and specifications
and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors,
subcontractors and materialmen engaged in the Restoration shall be subject to prior review and acceptance by Administrative Agent
and the Casualty Consultant if the applicable contract is for an amount equal to or greater than $3,000,000. All reasonable and
actual out-of-pocket costs and expenses incurred by Administrative Agent in connection with making the Net Proceeds available for
the Restoration including, without limitation, reasonable counsel fees and disbursements and the Casualty Consultant’s fees,
shall be paid by Borrower. Borrower shall have the right to settle (i) all claims under the Policies which claims are less than
the Settlement Threshold without Administrative Agent’s consent (provided, however, that Borrower shall consult with Administrative
Agent with respect to any settlement discussions with any insurance companies) and (ii) all claims under the Policies which claims
are equal or in excess of the Settlement Threshold jointly with Administrative Agent, provided that, in each case, (a) no Event
of Default exists, (b) Borrower promptly and with commercially reasonable diligence negotiates a settlement of any such claims
and (c) the insurer with respect to the Policy under which such claim is brought has not raised any act of the insured as a defense
to the payment of such claim. If an Event of Default exists, Administrative Agent shall, at its election, have the exclusive right
to settle or adjust any claims made under the Policies in the event of a Casualty. To the extent that the Deemed Approval Requirements
are fully satisfied in connection with any Borrower request for Administrative Agent’s approval under this clause (iii)
and Administrative Agent thereafter fails to respond, Administrative Agent’s approval shall be deemed given with respect
to the matter for which approval was requested.


 


(iv)        In
no event shall Administrative Agent be obligated to make disbursements of the Net
Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration,
as certified by the Casualty Consultant, minus the Restoration Retainage. The term “Restoration Retainage” as
used in this Section 7.4(b) shall mean an amount equal to ten percent (10%) of the costs actually incurred for work in place
as part of the Restoration, as certified by the Casualty Consultant, until such time as the Casualty Consultant certifies to Administrative
Agent that Net Proceeds representing fifty percent (50%) of the required Restoration have been disbursed. There shall be
no Restoration Retainage with respect to costs actually incurred by Borrower for work in place in completing the last fifty percent
(50%) of the required Restoration. The Restoration Retainage shall in no event, and notwithstanding anything to the contrary set
forth above in this Section 7.4(b), be less than the amount actually held back by Borrower from contractors, subcontractors
and materialmen engaged in the Restoration. The Restoration Retainage shall not be released until the Casualty Consultant certifies
to Administrative Agent that the Restoration has been completed in accordance with
the provisions of this Section 7.4(b) and that all approvals necessary for the re-occupancy and use of the Property have
been obtained from all appropriate governmental and quasi-governmental authorities, and Administrative
Agent receives evidence reasonably satisfactory to Administrative Agent that
the costs of the Restoration have been paid in full or will be paid in full out of the Restoration Retainage, provided, however,
that Administrative Agent will release the portion of the Restoration Retainage being
held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty
Consultant certifies to Administrative Agent that the contractor, subcontractor or
materialman has satisfactorily completed all work and has supplied all materials in accordance with the provisions of the contractor’s,
subcontractor’s or materialman’s contract, and the contractor, subcontractor or materialman delivers the lien waivers
and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested
by Administrative Agent or by the title company insuring the lien of the Security
Instrument. If reasonably required by Administrative Agent, the release of any such
portion of the Restoration Retainage shall be approved by the surety company, if any, which has issued a payment or performance
bond with respect to the contractor, subcontractor or materialman.


 




    	 	- 112 -	 



     


    

 


(v)         Administrative
Agent shall not be obligated to make disbursements of the Net Proceeds more frequently than once every calendar month.


 


(vi)        If
at any time the Net Proceeds or the undisbursed balance thereof shall not, in the reasonable opinion of Administrative
Agent in consultation with the Casualty Consultant, be sufficient to pay in full the balance of the costs which are estimated
by the Casualty Consultant to be incurred in connection with the completion of the Restoration (which Restoration for the purposes
of this clause (vi) shall exclude the Atrium for so long as the Permitted Alterations have not been completed and the Completion
Guaranty remains in full force and effect), Borrower shall deposit the deficiency (the “Net Proceeds Deficiency”)
with Administrative Agent, for the benefit of Lenders, before any further disbursement
of the Net Proceeds shall be made. If the Net Proceeds Deficiency is deposited with Administrative
Agent, then such Net Proceeds Deficiency shall be held by Administrative Agent, for
the benefit of Lenders, and shall be disbursed for costs actually incurred in connection with the Restoration on the same
conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section 7.4(b) shall
constitute additional security for the Debt and other obligations under this Agreement, the Security Instrument, the Note and the
other Loan Documents.


 


(vii)       The
excess, if any, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited with Administrative
Agent after the Casualty Consultant certifies to Administrative Agent that
the Restoration has been completed in accordance with the provisions of this Section 7.4(b), and the receipt by Administrative
Agent of evidence reasonably satisfactory to Administrative Agent that all
costs incurred in connection with the Restoration have been paid in full, shall be remitted by Administrative
Agent to Borrower, provided no Event of Default shall have occurred and shall be continuing under this Agreement, the Security
Instrument, the Note or any of the other Loan Documents. During a Trigger Period any Net Proceeds required to be disbursed to Borrower
in accordance with this Section 7.4(b)(vii) shall be deposited by Administrative Agent into the Cash Management Account.


 




    	 	- 113 -	 



     


    

 


(c)          All
Net Proceeds not required (i) to be made available for the Restoration or (ii) to be returned to Borrower as excess Net Proceeds
pursuant to Section 7.4(b)(vii) shall be retained and applied by Administrative Agent toward the payment of the Debt whether
or not then due and payable in such order, priority and proportions as Administrative Agent in its discretion shall deem proper.
Without limiting the provisions of the first sentence of this Section 7.4(c), if Administrative Agent shall receive and
retain Net Proceeds, the lien of the Security Instrument shall be reduced only by the amount thereof received and retained by Administrative
Agent and actually applied by Administrative Agent in reduction of the Debt.


 


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 Administrative Agent to pay the same to Mezzanine A Lender to the
extent that Mezzanine A Lender is entitled to the same under the terms and conditions of the Mezzanine A Loan Documents and 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 in each case, pursuant to the terms of the Intercreditor Agreement. Borrower further (i) agrees that Administrative
Agent shall be entitled to conclusively rely on Mezzanine Lender’s assertion that it is entitled to such Net Proceeds and
(ii) hereby releases Administrative Agent and Lenders and indemnifies Administrative Agent and Lenders against any Losses that
may be incurred by Administrative Agent and/or Lenders as a result of any Person claiming that Administrative Agent improperly
remitted such Net Proceeds to Mezzanine Lender.


 


Article
8



RESERVE FUNDS


 


Section
8.1           Intentionally Omitted.


 


Section
8.2           Replacement Reserve Funds.


 


(a)          During
a Trigger Period, Borrower shall deposit into an Eligible Account held by Administrative Agent or Servicer (the “Replacement
Reserve Account”) on each Monthly Payment Date an amount equal to $23,437.67 (the “Replacement Reserve Monthly
Deposit”) for the Replacements. Amounts deposited pursuant to this Section 8.2 are referred to herein as the “Replacement
Reserve Funds”. Administrative Agent may reassess its estimate of the amount necessary for Replacements from time to
time and, and may require Borrower to increase the monthly deposits required pursuant to this Section 8.2 upon thirty (30)
days’ notice to Borrower if Administrative Agent determines in its reasonable discretion that an increase is necessary to
maintain the Property in compliance with all Legal Requirements.


 




    	 	- 114 -	 



     


    

 


(b)          Administrative
Agent shall disburse Replacement Reserve Funds only for Replacements. Administrative Agent shall disburse to Borrower the Replacement
Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment
to Administrative Agent at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies
the Replacements to be paid; (ii) on the date such request is received by Administrative Agent and on the date such payment is
to be made, no Event of Default shall exist and remain uncured; (iii) Administrative Agent shall have received a certificate from
Borrower (A) stating that the items to be funded by the requested disbursement are Replacements, (B) stating that all Replacements
at the Property to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement)
in a good and workmanlike manner and in accordance with all applicable Legal Requirements, such certificate to be accompanied by
a copy of any license, permit or other approval required by any Governmental Authority in connection with the Replacements, if
any, (C) identifying each Person that supplied materials or labor in connection with the Replacements to be funded by the requested
disbursement; (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate
to be accompanied by lien waivers from each general contractor and any other contractor performing work under a direct contract
with Borrower (and, to the extent the same are received by Borrower, lien waivers from any subcontractor) for any work above Two
Hundred Thousand and No/100 Dollars ($200,000) (which lien waivers may be conditioned on payment from the requested disbursement),
invoices and/or other evidence of payment reasonably satisfactory to Administrative Agent, and (E) stating that all previous disbursements
of Replacement Reserve Funds have been used to pay for the previously identified Replacements; (iv) at Administrative Agent’s
option, if the cost of any individual Replacement exceeds Five Hundred Thousand and No/100 Dollars ($500,000), a title search for
the Property indicating that the Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances;
(v) at Administrative Agent’s option, if the cost of any individual Replacement exceeds Five Hundred Thousand and No/100
Dollars ($500,000) (or One Hundred Thousand and No/100 Dollars ($100,000) in the case of the Replacement of any life safety systems),
Administrative Agent shall have received a report reasonably satisfactory to Administrative Agent in its reasonable discretion
from an architect or engineer approved by Administrative Agent in respect of such architect or engineer’s inspection of the
required repairs; and (vi) Administrative Agent shall have received such other evidence as Administrative Agent shall reasonably
request that the Replacements at the Property to be funded by the requested disbursement have been completed (or completed to the
extent of the requested disbursement) and are paid for or will be paid upon such disbursement to Borrower. Administrative Agent
shall not be required to disburse Replacement Reserve Funds more frequently than once each calendar month nor in an amount less
than the Minimum Disbursement Amount (or a lesser amount if the total amount of Replacement Reserve Funds is less than the Minimum
Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made).


 


(c)          Nothing
in this Section 8.2 shall (i) make Administrative Agent or any Lender responsible for making or completing the Replacements;
(ii) require Administrative Agent or any Lender to expend funds in addition to the Replacement Reserve Funds to complete any Replacements;
(iii) obligate Administrative Agent or any Lender to proceed with the Replacements; or (iv) obligate Administrative Agent or any
Lender to demand from Borrower additional sums to complete any Replacements.


 




    	 	- 115 -	 



     


    

 


(d)          Borrower
shall permit Administrative Agent and Administrative Agent’s agents and representatives (including, without limitation, Administrative
Agent’s engineer, architect, or inspector) or third parties to enter onto the Property upon reasonable advance notice during
normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Replacements and all
materials being used in connection therewith and to examine all plans and shop drawings relating to such Replacements. Borrower
shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Administrative Agent or
Administrative Agent’s representatives or such other Persons described above in connection with inspections described in
this Section.


 


Section
8.3           Leasing Reserve Funds.


 


(a)          During
a Trigger Period, Borrower shall deposit into an Eligible Account held by Administrative Agent or Servicer (the “Leasing
Reserve Account”) (i) on each Monthly Payment Date the sum of $146,485.42 (the “Leasing Reserve Monthly Deposit”)
for tenant improvements and leasing commissions that may be incurred following the date hereof and (ii) 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). Amounts deposited pursuant to this Section 8.3 are referred to herein as the
“Leasing Reserve Funds”.


 


(b)          Administrative
Agent shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i)
Borrower shall submit a request for payment to Administrative Agent at least ten (10) days prior to the date on which Borrower
requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid; (ii) on the date such
request is received by Administrative Agent and on the date such payment is to be made, no Event of Default shall exist and remain
uncured; (iii) Administrative Agent shall have reviewed and approved the Lease and related leasing commissions in respect of which
Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions; (iv) Administrative Agent shall
have received and approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the requested
disbursement will be used to pay all or a portion of such costs and payments; (v) Administrative Agent shall have received a certificate
from Borrower stating either that such tenant improvement payment is required to be paid to the tenant under its Lease or, otherwise,
(A) stating, to Borrower’s knowledge, that all tenant improvements at the Property to be funded by the requested disbursement
have been completed (or completed to the extent of the requested disbursement) in good and workmanlike manner and in accordance
with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license,
permit or other approval by any Governmental Authority required in connection with the tenant improvements, (B) identifying each
Person that, to Borrower’s knowledge, supplied materials or labor in connection with the tenant improvements to be funded
by the requested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement,
such certificate to be accompanied by lien waivers from each general contractor and any other contractor performing work under
a direct contract with Borrower (and, to the extent the same are received by Borrower, lien waivers from any subcontractor) for
any work above Two Hundred Thousand and No/100 Dollars ($200,000) (which lien waivers may be conditioned on payment from the requested
disbursement), invoices and/or other evidence of payment reasonably satisfactory to Administrative Agent; (vi) at Administrative
Agent’s option, if the cost of any individual tenant improvement exceeds Five Hundred Thousand and No/100 Dollars ($500,000),
a title search for the Property indicating that the Property is free from all liens, claims and other encumbrances not previously
approved by Administrative Agent; and (vii) Administrative Agent shall have received such other evidence as Administrative Agent
shall reasonably request that the tenant improvements at the Property and/or leasing commissions to be funded by the requested
disbursement have been completed (to the extent applicable), are due and payable and are paid for or will be paid upon such disbursement
to Borrower. Administrative Agent shall not be required to disburse Leasing Reserve Funds more frequently than once each calendar
month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds
is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall
be made).


 




    	 	- 116 -	 



     


    

 


Section
8.4           Operating Expense Funds. On each Monthly
Payment Date occurring on and after the occurrence and continuance of a Trigger Period, to the extent funds are available after
deposits required under clauses (i) through (vii) of Section 9.3(a) hereof are made in accordance with such
Section 9.3(a), Borrower shall deposit (or shall cause there to be deposited) into an Eligible Account held by Administrative
Agent or Servicer (the “Operating Expense Account”) an amount equal to the aggregate amount of Approved Operating
Expenses and Approved Extraordinary Expenses to be incurred by Borrower for the then current Interest Accrual Period (such amount,
the “Op Ex Monthly Deposit”). Amounts deposited pursuant to this Section 8.4 are referred to herein as
the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing, Administrative Agent
shall disburse the Operating Expense Funds to Borrower to pay Approved Operating Expenses and/or Approved Extraordinary Expenses
upon Borrower’s request (which such request shall be accompanied by an Officer’s Certificate containing reasonable
detail as to the applicable expenses to which the requested disbursement relates and attesting that such expense shall be paid
with the requested disbursement).


 


Section
8.5           Excess Cash Flow Funds.


 


(a)          On
each Monthly Payment Date occurring on and after the occurrence and continuance of a Trigger Period,
Excess Cash Flow for the immediately preceding Interest Accrual Period (each such monthly deposit being herein referred
to as the “Monthly Excess Cash Flow Deposits” and the amounts on deposit in the Excess Cash Flow Account being
herein referred to as the “Excess Cash Flow Funds”) will be deposited
 into an Eligible Account with Administrative Agent or Servicer (the “Excess Cash Flow Account”) as required
by Article IX of this Agreement.


 




    	 	- 117 -	 



     


    

 


(b)          Provided
no Trigger Period has occurred and is continuing, but a Mezzanine Trigger Period has occurred and is continuing, any Excess Cash
Flow Funds remaining in the Excess Cash Flow Account upon the expiration of a Trigger Period shall be promptly disbursed to the
Mezzanine A Debt Service Account. Provided no Trigger Period or Mezzanine A Trigger Period has occurred and is continuing, any
Excess Cash Flow Funds remaining in the Excess Cash Flow Account shall be promptly disbursed to the Mezzanine B Debt Service Account.
In the event that a Trigger Period no longer is continuing but a Mezzanine A Trigger Period then exists, any Excess Cash Flow Funds
remaining in the Excess Cash Flow Account shall be promptly disbursed to Mezzanine A Lender. In the event that neither a Trigger
Period nor a Mezzanine A Trigger Period is continuing but a Mezzanine B Trigger Period then exists, any Excess Cash Flow Funds
remaining in the Excess Cash Flow Account shall be promptly disbursed to Mezzanine B Lender. Provided none of a Trigger Period,
a Mezzanine A Trigger Period, or a Mezzanine B Trigger Period has occurred and is continuing, any Excess Cash Flow Funds remaining
in the Excess Cash Flow Account shall be promptly disbursed to Borrower upon the expiration of any Trigger Period in accordance
with the applicable terms and conditions hereof. Notwithstanding anything to the contrary set forth in this clause (b) or
in the definition of the Low Cash Flow Period, to the extent any funds on deposit in the Excess Cash Flow Account were deposited
into the Excess Cash Flow Account during any time when a Low Cash Flow Period existed, such funds shall not be disbursed to Borrower
(A) prior to the date that the Debt Yield is equal to or greater than (w) 6.25% during the initial term of the Loan and the first
Extension Period, (y) 6.50% during the second Extension Period, and (z) 6.75% during the third Extension Period, in each case for
two (2) consecutive calendar quarters (B) if any other Trigger Period exists.


 


Section
8.6           Tax and Insurance Funds. In addition to
the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Administrative Agent on the
Closing Date to be held in Eligible Accounts by Administrative Agent or Servicer and hereinafter respectively referred to as the
“Tax Account” and the “Insurance Account”, during a Trigger Period, Borrower shall pay (or
cause to be paid) to Administrative Agent on each Monthly Payment Date (a) one-twelfth of an amount which would be sufficient to
pay the Taxes levied or assessed or imposed against the Property or any part thereof payable, or reasonably estimated by Administrative
Agent to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on each Tax Payment
Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and (b) at the
option of Administrative Agent, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute
an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Administrative Agent shall require Borrower
to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to
pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Monthly
Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax Account
and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). In the event
Administrative Agent shall elect, after the Closing Date, to collect payments in escrow for Insurance Premiums or Taxes, Borrower
shall make a True Up Payment with respect to the same into the applicable Reserve Account. Additionally, if, at any time, Administrative
Agent reasonably determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient
to pay all applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable
Insurance Premiums in full on the Insurance Payment Date, Borrower shall make a True Up Payment with respect to such insufficiency
into the applicable Reserve Account. Borrower agrees to notify Administrative Agent promptly of any changes to the amounts, schedules
and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Administrative
Agent or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient
amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Administrative Agent shall be obligated
to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the
Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums. If the amount of the Tax and Insurance Funds shall
exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Administrative Agent
shall, in its discretion, return any excess to Borrower or credit such excess against the next payments to be made to the Tax and
Insurance Funds.


 




    	 	- 118 -	 



     


    

 


Section
8.7           The Accounts Generally.


 


(a)          Borrower
grants to Administrative Agent, for the benefit of Lenders, a first-priority perfected
security interest in each of the Accounts and any and all sums now or hereafter deposited in the Accounts as additional security
for payment of the Debt. Until expended or applied in accordance herewith, the Accounts and the funds deposited therein shall constitute
additional security for the Debt. The provisions of this Section 8.7 (together with the other related provisions of the
other Loan Documents) are intended to give Lenders, Administrative Agent and/or Servicer “control” of the Accounts
and the Account Collateral and serve as a “security agreement” and a “control agreement” with respect to
the same, in each case, within the meaning of the UCC. Borrower acknowledges and agrees that the Accounts are subject to the sole
dominion, control and discretion of Administrative Agent and Lenders, their authorized agents or designees, subject to the terms
hereof, and Borrower shall have no right of withdrawal with respect to any Account except with the prior written consent of Administrative
Agent or as otherwise provided herein. The funds on deposit in the Accounts shall not constitute trust funds and may be commingled
with other monies held by Administrative Agent.


 


(b)          Borrower
shall not, without obtaining the prior written consent of Administrative Agent, further pledge, assign or grant any security interest
in the Accounts or the sums deposited therein or permit any lien to attach thereto, or any levy to be made thereon, or any UCC
Financing Statements, except those naming Administrative Agent, for the benefit of Lenders, as the secured party, to be filed with
respect thereto. Borrower hereby authorizes Administrative Agent to file a financing statement or statements under the UCC in connection
with any of the Accounts and the Account Collateral in the form required to properly perfect Administrative Agent’s security
interest therein. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly execute
and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable,
or that Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported
to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Administrative
Agent, on behalf of Lenders, to exercise and enforce their rights and remedies hereunder with respect to any Account or Account
Collateral; 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.


 




    	 	- 119 -	 



     


    

 


(c)          Notwithstanding
anything to the contrary contained herein or in any other Loan Document, upon the occurrence and during the continuance of an Event
of Default, without notice from Administrative Agent or Servicer (i) Borrower shall have no rights in respect of the Accounts,
(ii) Administrative Agent may liquidate and transfer any amounts then invested in Permitted Investments pursuant to the applicable
terms hereof to the Accounts or reinvest such amounts in other Permitted Investments as Administrative Agent may reasonably determine
is necessary to perfect or protect any security interest granted or purported to be granted hereby or pursuant to the other Loan
Documents or to enable Administrative Agent and Lenders to exercise and enforce their rights and remedies hereunder or under any
other Loan Document with respect to any Account or any Account Collateral, and (iii) Administrative Agent and each Lender shall
have all rights and remedies with respect to the Accounts and the amounts on deposit therein and the Account Collateral as described
in this Agreement and in the Security Instrument, in addition to all of the rights and remedies available to a secured party under
the UCC, and, notwithstanding anything to the contrary contained in this Agreement or in the Security Instrument, may apply the
amounts of such Accounts as Administrative Agent determines in its sole discretion including, without limitation, payment of the
Debt.


 


(d)          The
insufficiency of funds on deposit in the Accounts shall not absolve Borrower of the obligation to make any payments, as and when
due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned
on any event or circumstance whatsoever.


 


(e)          Borrower
shall indemnify Administrative Agent and each Lender and hold Administrative Agent and each Lender harmless from and against any
and all actions, suits, claims, demands, liabilities, actual losses, damages (excluding lost profits, diminution in value and other
consequential damages, punitive damages and special damages except to the extent paid to a third party), obligations and costs
and expenses (including litigation costs and reasonable attorneys’ fees and expenses of counsel; provided, however,
that Borrower shall not be required to pay for more than one legal counsel in connection with its indemnification hereunder unless
an actual or perceived conflict of interest exists or an indemnified party shall have reasonably concluded that there may be legal
defenses available to it that are different from or additional to those available to another indemnified party), in each case,
for Administrative Agent and Lenders arising from or in any way connected with the Accounts, the sums deposited therein or the
performance of the obligations for which the Accounts were established, except to the extent arising from the gross negligence,
willful misconduct, illegal actors or fraud of Administrative Agent, any Lender, or
their respective agents or employees. Borrower shall assign to Administrative Agent, for
the benefit of Lenders, all rights and claims Borrower may have against all Persons supplying labor, materials or other
services which are to be paid from or secured by the Accounts; provided, however, that none of Administrative
Agent or any Lender may pursue any such right or claim unless an Event of Default has occurred and remains uncured.


 


(f)          Borrower
and Administrative Agent (or Servicer on behalf of Administrative Agent) shall maintain each applicable Account as an Eligible
Account, except as otherwise expressly agreed to in writing by Administrative Agent and Borrower. In the event that Administrative
Agent or Servicer no longer satisfies the criteria for an Eligible Institution, Borrower shall cooperate with Administrative Agent
in transferring the applicable Accounts to an institution that satisfies such criteria. Borrower hereby grants Administrative Agent
power of attorney (irrevocable for so long as the Loan is outstanding) with respect to any such transfers and the establishment
of accounts with a successor institution, which shall be effective solely to the extent that an Event of Default exists or Borrower
has failed to take such action within five (5) Business Days after Administrative Agent’s request.


 




    	 	- 120 -	 



     


    

 


(g)          Interest
accrued on any Account other than an Interest Bearing Account shall not be required to be remitted either to Borrower or to any
Account and may instead be retained by Administrative Agent for the benefit of Servicer; provided, that Borrower shall not be responsible
for payment of any federal, State or local income or other tax applicable to income earned from such Accounts. Funds deposited
in the Interest Bearing Accounts shall be invested in Permitted Investments as provided for in Section 8.7(h) hereof. Interest
accrued, if any, on sums on deposit in the Interest Bearing Accounts shall be remitted to and become part of the applicable Account.
All such interest that so becomes part of the applicable Account shall be disbursed in accordance with the disbursement procedures
contained herein applicable to such Account; provided, however, that Administrative Agent may, at its election, retain
any such interest for its own account during the occurrence and continuance of an Event of Default.


 


(h)          Sums
on deposit in the Interest Bearing Accounts shall, upon Borrower’s written request, be invested in Permitted Investments
selected by Administrative Agent or Servicer provided (i) such investments are then regularly offered by Administrative Agent (or
Servicer on behalf of Administrative Agent) for accounts of this size, category and type (Borrower acknowledges that the Servicer
or Administrative Agent may only offer as an investment opportunity the right to place funds on deposit in the applicable Accounts
in an interest bearing account (bearing interest at the money market rate)), (ii) such investments are permitted by applicable
federal, State and local rules, regulations and laws, (iii) the maturity date of the Permitted Investment is not later than the
date on which sums in the Interest Bearing Accounts are required to be disbursed pursuant to the terms hereof, and (iv) no Event
of Default shall have occurred and be continuing. All income earned from the aforementioned Permitted Investments shall be property
of Borrower and Borrower hereby irrevocably authorizes and directs Administrative Agent (or Servicer on behalf of Administrative
Agent) to hold any income earned from the aforementioned Permitted Investments as part of the applicable Interest Bearing Account.
Borrower shall be responsible for payment of any federal, State or local income or other tax applicable to income earned from Permitted
Investments. No other investments of the sums on deposit in the Interest Bearing Accounts shall be permitted. Neither Administrative
Agent nor any Lender shall be liable for any loss sustained on the investment of any funds in the Interest Bearing Accounts.


 


(i)          Borrower
acknowledges and agrees that it solely shall be, and shall at all times remain, liable to the institution holding each Account
for all fees, charges, costs and expenses in connection with such Account, this Agreement and the enforcement hereof, including,
without limitation, any monthly or annual fees or charges as may be assessed by such institution in connection with the administration
of such Account.


 


(j)          Any
amount remaining in the Reserve Funds after the Debt has been paid in full shall be promptly paid to (i) in the event the Mezzanine
A Loan is outstanding, Mezzanine A Lender; (ii) in the event the Mezzanine B Loan is outstanding and the Mezzanine A Loan is no
longer outstanding, Mezzanine B Lender and (iii) in the event both Mezzanine Loans have been indefeasibly paid in full, Borrower.


 




    	 	- 121 -	 



     


    

 


Section
8.8           Letters of Credit.


 


(a)          This
Section shall apply to any Letters of Credit which are permitted to be delivered pursuant to the express terms and conditions hereof.
Other than in connection with any Letters of Credit delivered in connection with the closing of the Loan, Borrower shall give Administrative
Agent no less than ten (10) days’ written notice of Borrower’s election to deliver a Letter of Credit together with
a draft of the proposed Letter of Credit and Borrower shall pay to Administrative Agent all of Administrative Agent’s reasonable
out-of-pocket costs and expenses in connection therewith. No party other than Administrative Agent for the benefit of Lenders shall
be entitled to draw on any such Letter of Credit. In the event that any disbursement of any Reserve Funds relates to a portion
thereof provided through a Letter of Credit, any “disbursement” of said funds as provided above shall be deemed to
refer to (i) Borrower providing Administrative Agent a replacement Letter of Credit in an amount equal to the original Letter of
Credit posted less the amount of the applicable disbursement provided hereunder and (ii) Administrative Agent, after receiving
such replacement Letter of Credit, returning such original Letter of Credit to Borrower; provided, that, no replacement Letter
of Credit shall be required with respect to the final disbursement of the applicable Reserve Funds such that no further sums are
required to be deposited in the applicable Reserve Funds.


 


(b)          Each
Letter of Credit delivered hereunder shall be additional security for the payment of the Debt. Upon the occurrence and during the
continuance of an Event of Default, Administrative Agent shall have the right, at its option, to draw for the benefit of Lenders
on any Letter of Credit and to apply all or any part thereof to the payment of the items for which such Letter of Credit was established
or to apply each such Letter of Credit to payment of the Debt in such order, proportion or priority as Administrative Agent may
determine. Any such application to the Debt shall be subject to the terms and conditions hereof relating to application of sums
to the Debt. Administrative Agent shall have the additional rights to draw in full any Letter of Credit: (i) if Administrative
Agent has received a notice from the issuing bank that the Letter of Credit will not be renewed and a substitute Letter of Credit
is not provided at least fifteen (15) Business Days prior to the date on which the outstanding Letter of Credit is scheduled to
expire; (ii) if Administrative Agent has not received a notice from the issuing bank that it has renewed the Letter of Credit at
least fifteen (15) Business Days prior to the date on which such Letter of Credit is scheduled to expire and a substitute Letter
of Credit is not provided at least fifteen (15) Business Days prior to the date on which the outstanding Letter of Credit is scheduled
to expire; (iii) upon receipt of notice from the issuing bank that the Letter of Credit will be terminated (except if the termination
of such Letter of Credit is permitted pursuant to the terms and conditions hereof or a substitute Letter of Credit is provided
by no later than fifteen (15) Business Days prior to such termination); (iv) if Administrative Agent has received notice that the
bank issuing the Letter of Credit shall cease to be an Eligible Institution and Borrower has not substituted a Letter of Credit
from an Eligible Institution within fifteen (15) days after notice; and/or (v) if the bank issuing the Letter of Credit shall fail
to (A) issue a replacement Letter of Credit in the event the original Letter of Credit has been lost, mutilated, stolen and/or
destroyed or (B) consent to the transfer of the Letter of Credit to any Person designated by Administrative Agent. If Administrative
Agent draws upon a Letter of Credit pursuant to the terms and conditions of this Agreement, provided no Event of Default exists,
Administrative Agent shall apply all or any part thereof for the purposes for which such Letter of Credit was established. Notwithstanding
anything to the contrary contained in the above, Administrative Agent is not obligated to draw any Letter of Credit upon the happening
of an event specified in (i), (ii), (iii), (iv) or (v) above and shall not be liable for any losses sustained by Borrower due to
the insolvency of the bank issuing the Letter of Credit if Administrative Agent has not drawn the Letter of Credit.


 




    	 	- 122 -	 



     


    

 


Section
8.9           Unfunded Obligations Reserve Funds.


 


(a)          Deposits
to Unfunded Obligations Account. Borrower hereby acknowledges that as of the Closing Date, (i) certain Tenants have outstanding
free rent credits and operating expenses reimbursement credits pursuant to their Leases in the aggregate amount of $17,698,033.00
as described on Schedule VIII attached hereto (the “Outstanding Lease Credits”) and (ii) Borrower has
outstanding tenant improvement allowances and leasing commission and related obligations in the aggregate amount of $11,989,801.00
as described on Schedule VIII attached hereto (the “Outstanding TI/LC Obligations” and, collectively
with the Outstanding Lease Credits, the “Unfunded Obligations”). On the Closing Date, Borrower shall deposit
into an Eligible Account held by Administrative Agent or Servicer (the “Unfunded Obligations Account”) an amount
equal to $29,687,834.00, which amount shall be deposited with and held by Administrative Agent or Servicer to be applied in accordance
with Section 8.9(b) below. Amounts deposited pursuant to this Section 8.9(a) are referred to herein as the “Unfunded
Obligations Funds”. Notwithstanding the foregoing, (1) in the event, and for so long as, that the Unfunded Obligations
Reserve Waiver Requirements are satisfied, Borrower shall not be required to make any of the deposits described in this Section
8.9(a) into the Unfunded Obligations Account as and when required hereunder and (2) to the extent that Administrative Agent
or Servicer is holding any Unfunded Obligations Funds and provided no Event of Default exists, Administrative Agent or Servicer
shall disburse such Unfunded Obligations Funds to Borrower in the event that the Unfunded Obligations Reserve Waiver Requirements
are satisfied. For the purposes hereof “Unfunded Obligations Reserve Waiver Requirements” shall mean an occurrence
of either of (a) Borrower delivering to Administrative Agent a Letter of Credit in an amount not less than the Remaining Unfunded
Obligations; or (b) Borrower delivering to Administrative Agent the Unfunded Obligations Guaranty from Guarantor guaranteeing payment
of an amount equal to the Remaining Unfunded Obligations. Administrative Agent hereby acknowledges and agrees that in connection
with the closing of the Loan Borrower has delivered the Unfunded Obligations Guaranty to Administrative Agent and, therefore, the
Unfunded Obligations Reserve Waiver Requirements are satisfied as of the Closing Date.


 


(b)          Disbursements
of Unfunded Obligations Funds. 


 


(i)          With
respect to disbursements related to the Outstanding Lease Credits, provided no Event of Default hereunder exists, Administrative
Agent shall make disbursements from the Outstanding Obligations Reserve Account in accordance with Schedule VIII attached
hereto. Each such disbursement shall be made on the Monthly Payment Date relating to such month set forth on Schedule VIII
attached hereto and shall be (i) if a Trigger Period does not exist, disbursed to Borrower and (ii) if a Trigger Period exists,
deposited into the Cash Management Account and applied in the same manner as Rent pursuant to Section 9.3 hereof.


 




    	 	- 123 -	 



     


    

 


(ii)         With
respect to disbursements related to the Outstanding TI/LC Obligations, Administrative Agent shall disburse to Borrower the Outstanding
Obligations Reserve Funds upon satisfaction by Borrower of each of the conditions set forth in Section 8.3(b) hereof.


 


(iii)        Administrative
Agent shall not be required to disburse Outstanding Obligations Reserve Funds more frequently than once each calendar month nor
in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less
than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made).


 


Section
8.10         Specified Tenant Space Leasing Reserve Funds.


 


(a)          Borrower
shall deposit into an Eligible Account held by Administrative Agent or Servicer (the “Specified Tenant Space Leasing Reserve
Account”) on each Monthly Payment Date during the continuation of a Specified Tenant Trigger Period (provided no other
Trigger Period exists) all Excess Cash Flow in accordance with Section 9.3(a)(xi) hereof for tenant improvements and leasing
commissions that may be incurred in connection with the re-leasing of the Specified Tenant Space following the date hereof until
such time as the amount reserved in the Specified Tenant Space Leasing Reserve Account equals or exceeds $75 per square foot leased
by the applicable Specified Tenant on the Closing Date, at which time such Specified Tenant Trigger Period shall terminate. Amounts
deposited pursuant to this Section 8.3 are referred to herein as the “Specified Tenant Space Leasing Reserve Funds”.


 


(b)          Administrative
Agent shall disburse to Borrower the Specified Tenant Space Leasing Reserve Funds upon satisfaction by Borrower of each of the
conditions set forth in Section 8.3(b) hereof.


 


(c)          Notwithstanding
anything to the contrary contained in clause (b) above, provided neither a Trigger Period nor a Mezzanine Trigger Period
has occurred and is continuing, any Specified Tenant Space Leasing Reserve Funds remaining in the Specified Tenant Space Leasing
Reserve Account shall be promptly disbursed to Borrower upon the expiration of any Trigger Period in accordance with the applicable
terms and conditions hereof (except that, for the avoidance of doubt, if such Trigger Period was cured solely as a result of an
event described in clause (B)(3) of the definition of “Specified Tenant Trigger Period”, the Specified Tenant Space
Leasing Reserve Funds shall remain in Specified Tenant Space Leasing Reserve Account and be disbursed in accordance with clause
(b) above).


 


Article
9



CASH MANAGEMENT


 


Section
9.1           Establishment of Certain Accounts.


 


(a)          Borrower
shall, simultaneously herewith, establish an Eligible Account (the “Restricted Account”) pursuant to the Restricted
Account Agreement in the name of Borrower for the sole and exclusive benefit of Administrative Agent (for the benefit of Lenders)
into which Borrower shall deposit, or cause to be deposited, all revenue generated by the Property. Pursuant to the Restricted
Account Agreement, funds on deposit in the Restricted Account shall be transferred on each Business Day to or at the direction
of Borrower unless a Trigger Period exists, in which case such funds shall be transferred on each Business Day to the Cash Management
Account.


 




    	 	- 124 -	 



     


    

 


(b)          Upon
the first occurrence of a Trigger Period, Administrative Agent, on Borrower’s behalf, shall establish an Eligible Account
(the “Cash Management Account”) with Administrative Agent or Servicer, as applicable, in the name of Borrower
for the sole and exclusive benefit of Administrative Agent (for the benefit of Lenders). Upon the first occurrence of a Trigger
Period, Administrative Agent, on Borrower’s behalf, shall also establish with Administrative Agent or Servicer (i) an Eligible
Account into which the amounts required for the payment of Debt Service under the Loan will be deposited (the “Debt Service
Account”), (ii) an Eligible Account into which the amounts required for the payment of Mezzanine A Debt Service under
the Mezzanine A Loan will be deposited (the “Mezzanine A Debt Service Account”) and (iii) an Eligible Account
into which the amounts required for the payment of Mezzanine B Debt Service under the Mezzanine B Loan will be deposited (the “Mezzanine
B Debt Service Account”).


 


Section
9.2           Deposits into the Restricted Account; Maintenance
of Restricted Account.


 


(a)          Borrower
represents, warrants and covenants that, so long as the Debt remains outstanding, (i) Borrower shall, or shall cause Manager to,
within two (2) Business Days of receipt thereof, deposit all revenue derived from the Property and received by Borrower or Manager,
as the case may be, into the Restricted Account; (ii) Borrower shall instruct Manager to immediately deposit (A) all revenue derived
from the Property collected by Manager, if any, pursuant to the Management Agreement (or otherwise) into the Restricted Account
and (B) all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with
the Property) into the Restricted Account; (iii) (A) on or before the Closing Date, Borrower shall have sent (and hereby represents
that it has sent) a notice, substantially in the form of Exhibit A attached hereto, to all Tenants now occupying space at
the Property directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted Account
(such notice, the “Tenant Direction Notice”), (B) simultaneously with the execution of any Lease entered into
on or after the date hereof in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under
each such Lease the Tenant Direction Notice and (C) Borrower shall continue to send the aforesaid Tenant Direction Notices until
each addressee thereof complies with the terms thereof; (iv) there shall be no other accounts (other than the Restricted Account)
maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property are directly deposited;
and (v) neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in
connection with the Property. Until deposited into the Restricted Account, any Rents and other revenues from the Property held
by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lenders
pursuant to the Security Instrument and shall not be commingled with any other funds or property of Borrower. Borrower warrants
and covenants that, until the Loan is paid in full, it shall not rescind, withdraw or change any notices or instructions required
to be sent by it pursuant to this Section 9.2 without Administrative Agent’s prior written consent.


 




    	 	- 125 -	 



     


    

 


(b)          Borrower
shall maintain the Restricted Account for so long as the Debt remains outstanding, which Restricted Account shall be under the
sole dominion and control of Administrative Agent (for the benefit of Lenders) (subject to the terms hereof and of the Restricted
Account Agreement). The Restricted Account shall have a title evidencing the foregoing in a manner reasonably acceptable to Administrative
Agent. Borrower hereby grants to Administrative Agent (for the benefit of Lenders) a first-priority security interest in the Restricted
Account and all deposits at any time contained therein and the proceeds thereof and will take all actions reasonably necessary
to maintain in favor of Administrative Agent (for the benefit of Lenders) a perfected first priority security interest in the Restricted
Account. Borrower hereby authorizes Administrative Agent to file UCC Financing Statements and continuations thereof with respect
to Administrative Agent’s (for the benefit of Lenders) security interest in the Restricted Account and all deposits at any
time contained therein and the proceeds thereof. All costs and expenses for establishing and maintaining the Restricted Account
(or any successor thereto) shall be paid by Borrower. All monies now or hereafter deposited into the Restricted Account shall be
deemed additional security for the Debt. Borrower shall pay all sums due under and otherwise comply with the Restricted Account
Agreement. Borrower shall not alter or modify either the Restricted Account or the Restricted Account Agreement, in each case without
the prior written consent of Administrative Agent. Borrower shall use commercially reasonable efforts to ensure that the Restricted
Account Agreement shall provide (and Borrower shall authorize and instruct Bank to provide) Administrative Agent online access
to bank and other financial statements relating to the Restricted Account (including, without limitation, a listing of the receipts
being collected therein). In connection with any Secondary Market Transaction, Administrative Agent shall have the right to cause
the Restricted Account to be entitled with such other designation as Administrative Agent may select to reflect an assignment or
transfer of Lenders’ rights and/or interests with respect to the Restricted Account. Administrative Agent shall provide Borrower
with prompt written notice of any such renaming of the Restricted Account. Except for liens (if any) in favor of Bank pursuant
to the Restricted Account Agreement, Borrower shall not further pledge, assign or grant any security interest in the Restricted
Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or
any UCC Financing Statements, except those naming Administrative Agent, for the benefit of Lenders, as the secured party, to be
filed with respect thereto. The Restricted Account (i) shall be an Eligible Account and (ii) shall not be commingled with other
monies held by Borrower or Bank. Upon (A) Bank ceasing to be an Eligible Institution, (B) the Restricted Account ceasing to be
an Eligible Account, (C) any resignation by Bank or termination of the Restricted Account Agreement by Bank or Administrative Agent
and/or (D) the occurrence and continuance of an Event of Default, Borrower shall, within fifteen (15) days of Administrative Agent’s
request, (1) cooperate with Administrative Agent to terminate the existing Restricted Account Agreement, (2) appoint a new Bank
(which such Bank shall (I) be an Eligible Institution, (II) other than during the continuance of an Event of Default, be selected
by Borrower and approved by Administrative Agent and (III) during the continuance of an Event of Default, be selected by Administrative
Agent), (3) cause such Bank to open a new Restricted Account (which such account shall be an Eligible Account) and enter into a
new Restricted Account Agreement with Administrative Agent on substantially the same terms and conditions as the previous Restricted
Account Agreement and (4) send new Tenant Direction Notices and the other notices required pursuant to the terms hereof relating
to such new Restricted Account Agreement and Restricted Account. Borrower constitutes and appoints Administrative Agent its true
and lawful attorney-in-fact with full power of substitution to complete or undertake any action required of Borrower under this
Section 9.2 in the name of Borrower in the event an Event of Default exists or Borrower fails to do the same within five
(5) days of receipt of written notice. Such power of attorney shall be deemed to be a power coupled with an interest and cannot
be revoked.


 




    	 	- 126 -	 



     


    

 


Section
9.3           Disbursements from the Cash Management Account.


 


(a)          On
each Monthly Payment Date during a Trigger Period, Administrative Agent or Servicer, as applicable, shall allocate all funds, if
any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority (so long
as no Event of Default then exists):


 


(i)          First,
funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date (if any) and any True Up Payments
required to be made in the Tax Account (if any) shall be deposited in the Tax Account;


 


(ii)         Second,
funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date (if any) and any True Up
Payments required to be made in the Insurance Account (if any) shall be deposited in the Insurance Account;


 


(iii)        Third,
funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited in the Debt
Service Account;


 


(iv)        Fourth,
funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date shall be deposited in the Debt Service
Account;


 


(v)         Fifth,
funds sufficient to pay the Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be
deposited in the Replacement Reserve Account;


 


(vi)        Sixth,
funds sufficient to pay the Leasing Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited
in the Leasing Reserve Account;


 


(vii)       Seventh,
funds sufficient to pay any other amounts due and owing to Administrative Agent and/or Servicer pursuant to the terms hereof and/or
of the other Loan Documents, if any, shall be deposited with or as directed by Administrative Agent;


 


(viii)      Eighth,
funds sufficient to pay the Op Ex Monthly Deposit for the then-current Monthly Payment Date (if any) shall be deposited in the
Operating Expense Account;


 


(ix)         Ninth,
funds sufficient to pay the Mezzanine A Debt Service due on the then applicable Monthly Payment Date shall be deposited in the
Mezzanine A Debt Service Account;


 




    	 	- 127 -	 



     


    

 


(x)          Tenth,
funds sufficient to pay the Mezzanine B Debt Service due on the then applicable Monthly Payment Date shall be deposited in the
Mezzanine B Debt Service Account;


 


(xi)         Eleventh,
during the continuation of a Specified Tenant Trigger Period (provided no other Trigger Period exists) all amounts remaining in
the Cash Management Account after deposits for items (i) through (x) above (the “Excess Cash Flow”)
shall be deposited in the Specified Tenant Space Leasing Reserve Account; and


 


(xii)        Twelfth,
all Excess Cash Flow shall (i) to the extent that a Trigger Period (other than a Mezzanine Trigger Period or a Trigger Period caused
solely by a Specified Tenant Trigger Period) has occurred and is continuing, be deposited in the Excess Cash Flow Account, (ii)
to the extent that a Mezzanine A Trigger Period has occurred and is continuing and no other Trigger Period exists, be deposited
in the Mezzanine A Debt Service Account, (iii) to the extent that both a Mezzanine A Trigger Period and a Mezzanine B Trigger Period
have occurred and are continuing and no other Trigger Period exists, be deposited in the Mezzanine A Debt Service Account, (iv)
to the extent that a Mezzanine B Trigger Period has occurred and is continuing and no other Trigger Period exists, be deposited
in the Mezzanine B Debt Service Account, and (v) to the extent that no Trigger Period exists, be disbursed to Borrower.


 


Section
9.4           Withdrawals from the Debt Service Account.
Prior to the occurrence and continuance of an Event of Default, funds on deposit in the Debt Service Account, if any, shall be
used to pay Debt Service when due, together with any late payment charges or interest accruing at the Default Rate.


 


Section
9.5           Withdrawals from the Mezzanine A Debt Service
Account. Prior to the occurrence and continuance of an Event of Default, funds on deposit in the Mezzanine A Debt Service Account,
if any, shall be used to pay Mezzanine A Debt Service when due.


 


Section
9.6           Withdrawals from the Mezzanine B Debt Service
Account. Prior to the occurrence and continuance of an Event of Default, funds on deposit in the Mezzanine B Debt Service Account,
if any, shall be used to pay Mezzanine B Debt Service when due.


 


Section
9.7           Payments Received Under this Agreement.
Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, provided no Event of Default
has occurred and is continuing, Borrower’s obligations with respect to the monthly payment of Debt Service and amounts due
for the Reserve Accounts shall (provided Administrative Agent is not prohibited from withdrawing or applying any funds in the applicable
Accounts by operation of law or otherwise) be deemed satisfied to the extent sufficient amounts are deposited in applicable Accounts
to satisfy such obligations on the dates each such payment is required, regardless of whether any of such amounts are so applied
by Administrative Agent on behalf of Lenders.


 




    	 	- 128 -	 



     


    

 


Section
9.8           Distributions to Mezzanine Borrower. All
transfers of funds on deposit in the Cash Management Account to the Mezzanine A Debt Service Account or the Mezzanine B Debt Service
Account or otherwise to or for the benefit of Mezzanine A Lender or Mezzanine B Lender pursuant to this Agreement, the Cash Management
Agreement or any of the other Loan Documents, the Mezzanine A Loan Documents or the Mezzanine B Loan Documents are intended by
Borrower to constitute, and shall constitute, distributions from Borrower to the Mezzanine A Borrower or Mezzanine A Borrower,
as applicable, and shall be recorded accordingly in the books and records of the Borrower and the applicable Mezzanine Borrower
and comply with the separateness provisions set forth in Section 5.1 hereof. No provision of the Loan Documents, the Mezzanine
A Loan Documents or the Mezzanine B Loan Documents shall create a debtor-creditor relationship between Borrower and Mezzanine A
Lender or Mezzanine B Lender.


 


Section
9.9           Lender Reliance. Administrative Agent shall
have no duty to confirm, inquire or determine whether a Mezzanine Loan Event of Default or Mezzanine Trigger Period has occurred.
Administrative Agent may rely on any notice it believes in good faith to be genuine and given by Mezzanine A Lender and/or Mezzanine
B Lender, as applicable.


 


Article
10



EVENTS OF DEFAULT; REMEDIES


 


Section
10.1         Event of Default.


 


The occurrence of any
one or more of the following events shall constitute an “Event of Default”:


 


(a)          if
(A) any monthly Debt Service payment or the payment due on the Maturity Date is not paid when due, (B) any deposit to any of the
Accounts required hereunder or under the other Loan Documents is not made within five (5) Business Days of the date when due or
(C) any other portion of the Debt is not paid when due and such non-payment continues for five (5) Business Days following notice
to Borrower that the same is due and payable, except to the extent that (i) sums sufficient to make such payment are available
in the Cash Management Account (taking into account the priority of payment in Section 9.3) and (ii) Administrative Agent’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 Administrative
Agent in accordance with the terms of this Agreement and Administrative Agent’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 Administrative Agent
as provided in Section 7.1 hereof, and with respect to the evidence to be delivered pursuant to clause (B), if such
failure continues for ten (10) Business Days after written notice from Administrative Agent;


 




    	 	- 129 -	 



     


    

 


(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 Administrative Agent 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 Administrative Agent 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, any SPE Component Entity or Guarantor shall commence any case, proceeding or other action (A) under any Creditors
Rights Laws seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent,
or seeking reorganization, liquidation or dissolution, or (B) seeking appointment of a receiver, trustee, custodian, conservator
or other similar official for it or for all or any substantial part of its assets, or Borrower or any managing member or general
partner of Borrower, any SPE Component Entity or Guarantor shall make a general assignment for the benefit of its creditors; (ii)
there shall be commenced against Borrower or any managing member or general partner of Borrower, any SPE Component Entity or Guarantor
any case, proceeding or other action of a nature referred to in clause (i) above (other than any case, action or proceeding
already constituting an Event of Default by operation of the other provisions of this subsection) which (A) results in the entry
of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period
of ninety (90) days; (iii) there shall be commenced against Borrower, any SPE Component Entity or Guarantor any case, proceeding
or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial
part of its assets (other than any case, action or proceeding already constituting an Event of Default by operation of the other
provisions of this subsection) which results in the entry of any order for any such relief which shall not have been vacated, discharged,
or stayed or bonded pending appeal within ninety (90) days from the entry thereof; (iv) Borrower, any SPE Component Entity or Guarantor
shall take any action in furtherance of, in collusion with respect to, or indicating its consent to, approval of, or acquiescence
in, any of the acts set forth in clause (i), (ii), or (iii) above; (v) Borrower, any SPE Component Entity
or Guarantor shall admit in writing its insolvency or inability to, pay its debts as they become due; (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, any SPE Component Entity or Guarantor; or (vii) a Bankruptcy Event occurs;


 


(g)          if
Borrower shall be in default beyond applicable notice and grace periods under any other mortgage, deed of trust, deed to secure
debt or other security agreement covering any part of the Property whether it be superior or junior in lien to the Security Instrument;


 




    	 	- 130 -	 



     


    

 


(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 shall be contesting such lien (to the extent permitted in this Agreement) and in accordance with all applicable
Legal Requirements;


 


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


 


(l)          [intentionally
omitted];


 


(m)          if,
(A) at any time the Manager is not a Qualified Manager or (B) without the prior written consent of Administrative Agent 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;


 


(n)          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;


 




    	 	- 131 -	 



     


    

 


(o)          if
(A) 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) 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 Administrative Agent’s prior written consent or if Borrower consents to a transfer
of any party’s interest thereunder without Administrative Agent’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 Borrower enters into a replacement thereof in accordance with the applicable terms and provisions hereof, or (E) a Property
Document Event occurs, in each case, to the extent it has a Material Adverse Effect;


 


(p)          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;


 


(q)          With
respect to any default or breach of any term, covenant or condition of this Agreement not specified in subsections (a) through
(p) 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 Administrative Agent (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 Administrative Agent (in the case of any other default or breach);
provided, that, with respect to any default or breach specified in subsection (ii), if the same cannot reasonably be cured within
such thirty (30) day period and Borrower shall have commenced to cure the same within such thirty (30) day period and thereafter
diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for so long as it shall require
Borrower in the exercise of due diligence to cure the same, it being agreed that no such extension shall be for a period in excess
of ninety (90) days; or


 


(r)          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 Administrative Agent 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 Administrative
Agent to accelerate the maturity of all or any portion of the Debt.


 




    	 	- 132 -	 



     


    

 


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
Administrative Agent may, and shall at the direction of the Requisite Lenders, in addition to any other rights or remedies available
to it and Lenders pursuant to this Agreement, the Security Instrument, the Note and the other Loan Documents or at law or in equity,
take such action, without notice or demand except as is otherwise expressly required by the Loan Documents, that Administrative
Agent or Requisite Lenders (if Administrative Agent is so directed by Requisite Lenders deem advisable to protect and enforce Administrative
Agent’s and Lenders’ rights against Borrower and in the Property, including, without limitation, declaring the Debt
to be immediately due and payable, and Administrative Agent, on behalf of Lenders, may enforce or avail itself of any or all rights
or remedies provided in this Agreement, the Security Instrument, the Note and the other Loan Documents against Borrower and the
Property, including, without limitation, all rights or remedies available at law or in equity. Upon any Event of Default described
in Section 10.1(f) above with respect to Borrower or any SPE Component Entity, the Debt and all other obligations of Borrower
under this Agreement, the Security Instrument, the Note and the other Loan Documents shall immediately and automatically become
due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein
or in the Security Instrument, the Note and the other Loan Documents to the contrary notwithstanding.


 


(b)          Upon
the occurrence and during the continuance of an Event of Default, to the extent permitted by applicable law, all or any one or
more of the rights, powers, privileges and other remedies available to Administrative Agent and Lenders against Borrower under
this Agreement, the Security Instrument, the Note or the other Loan Documents executed and delivered by, or applicable to, Borrower
or at law or in equity may be exercised by Administrative Agent, on behalf of Lenders 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 Administrative Agent on behalf of Lenders shall
have commenced any foreclosure proceeding or other action for the enforcement of Administrative Agent’s and Lenders’
rights and remedies under this Agreement, the Security Instrument, the Note or the other Loan Documents with respect to the Property.
Any such actions taken by Administrative Agent on behalf of Lenders shall be cumulative and concurrent and may be pursued independently,
singularly, successively, together or otherwise, at such time and in such order as Administrative Agent, on behalf of Lenders,
has determined, or as Administrative Agent has otherwise been directed by the Requisite Lenders, in their sole discretion, to the
fullest extent permitted by applicable law, without impairing or otherwise affecting the other rights and remedies of Administrative
Agent and Lenders permitted by applicable law, equity or contract or as set forth herein or in the Security Instrument, the Note
or the other Loan Documents. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall
impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised
from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower
shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right
or power consequent thereon.


 




    	 	- 133 -	 



     


    

 


(c)          Administrative
Agent shall have the right from time to time to partially foreclose the Security Instrument in any manner and for any amounts secured
by the Security Instrument then due and payable as determined by Administrative Agent 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, Administrative Agent may foreclose (or shall at the direction of the
Requisite Lenders) the Security Instrument to recover such delinquent payments, or (ii) in the event Administrative Agent elects
(or is directed by the Requisite Lenders) to accelerate less than the entire Outstanding Principal Balance of the Loan, Administrative
Agent may foreclose the Security Instrument to recover so much of the principal balance of the Loan as Administrative Agent may
(or may be directed to pursuant to the terms hereof) accelerate and such other sums secured by the Security Instrument as Administrative
Agent may elect (or may be directed to elect pursuant to the terms hereof). Notwithstanding one or more partial foreclosures, the
Property shall remain subject to the Security Instrument to secure payment of sums secured by the Security Instrument and not previously
recovered.


 


(d)          During
the continuance of an Event of Default, Requisite Lenders 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 Requisite Lenders shall determine in their sole discretion for purposes of evidencing and enforcing its
rights and remedies provided hereunder. Borrower shall execute and deliver to Administrative Agent, for the benefit of Lenders,
from time to time, promptly after the request of Administrative Agent, a severance agreement and such other documents as Administrative
Agent shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably
satisfactory to Administrative Agent. Borrower hereby absolutely and irrevocably appoints Administrative Agent 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, Administrative
Agent shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower
by Administrative Agent of Administrative Agent’s intent to exercise its rights under such power. Borrower shall not be obligated
to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents
and the Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents
and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing
Date.


 


(e)          To
the extent permitted by applicable law and notwithstanding anything to the contrary contained herein or in any other Loan Document,
any amounts recovered from the Property or any other collateral for the Loan and/or paid to or received by Administrative Agent
may, after an Event of Default, be applied by Administrative Agent toward the Debt in such order, priority and proportions as set
forth in subsection(s) herein or as Requisite Lenders shall otherwise determine in their sole discretion.


 




    	 	- 134 -	 



     


    

 


(f)          To
the extent permitted by applicable law, upon the occurrence and during the continuance of an Event of Default, Administrative Agent
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 Administrative Agent may deem necessary. Administrative Agent is authorized to enter upon
the Property for such purposes, or appear in, defend, or bring any action or proceeding to protect the Lenders’ interest
in the Property for such purposes, and the actual out-of-pocket cost and expense thereof (including reasonable attorneys’
fees to the extent permitted by applicable law), with interest as provided in this Section 10.2, shall constitute a portion
of the Debt and shall be due and payable to Administrative Agent for itself or for the account of any Lender, as applicable upon
demand. All such actual out-of-pocket costs and expenses incurred by Administrative Agent and/or any 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 Administrative Agent for
its own account or for the account of such Lender, as applicable. All such actual out-of-pocket costs and expenses incurred by
Administrative Agent and/or any 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 Administrative Agent and Lenders under
the Loan Documents and shall be immediately due and payable upon demand by Administrative Agent therefor.


 


(g)          Unless
otherwise agreed to in writing by Administrative Agent and Lenders in their sole discretion, if an Event of Default exists and
maturity of the Debt has been accelerated, all payments received by Administrative Agent under any of the Loan Documents, in respect
of any principal of or interest on the Debt or any other amounts payable by Borrower hereunder or thereunder, shall be applied
in the following order and priority:


 


(i)          First,
to Administrative Agent in an amount equal to any Protective Advances that have not been reimbursed to Administrative Agent, and
any other amounts due to Administrative Agent from Borrower pursuant to the terms hereof and the other Loan Documents, including,
but not limited to, those costs and expenses due from Borrower pursuant to Sections 17.6 and 17.7 hereof;


 


(ii)         Second,
to Lenders (other than any Defaulting Lender) in respect of fees and expenses due from Borrower pursuant to the terms hereof and
the other Loan Documents;


 


(iii)        Third,
to Lenders (other than any Defaulting Lender) for payments of interest (including, but not limited to, any interest accrued at
the Default Rate) on each Individual Loan Commitment, to be applied for the ratable benefit of the Lenders;


 


(iv)        Fourth,
to Lenders (other than any Defaulting Lender) for payments of principal on each Individual Loan Commitment, to be applied for the
ratable benefit of the Lenders;


 


(v)         Fifth,
to Lenders (other than any Defaulting Lender) for amounts due to Lenders pursuant to Article 12 hereof;


 


(vi)        Sixth,
to Lenders (other than any Defaulting Lender) for payment of all other amounts due hereunder or under any of the other Loan Documents,
if any, to be applied for the ratable benefit of the Lenders, in such order as Lenders may determine in their sole discretion;


 


(vii)       Seventh,
to any Defaulting Lender for payment of any and all amounts due to such Defaulting Lender hereunder or under any of the other Loan
Documents, including, without limitation, any principal and interest due and payable to such Defaulting Lender; and


 




    	 	- 135 -	 



     


    

 


(viii)      Eighth,
any amount remaining after application as provided above shall be paid to the Borrower or, if Borrower is not legally entitled
thereto, the Person legally entitled thereto.


 


Article
11






SECONDARY
MARKET


 


Section
11.1         Securitization. Subject to Sections 11.7 and
18.14 hereof:


 


(a)          Administrative
Agent 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”.


 


(b)          If
requested by Administrative Agent, Borrower shall assist Administrative Agent in satisfying the market standards to which Administrative
Agent customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any
Secondary Market Transactions, including, without limitation and to the extent customary and reasonable as provided in this sentence,
to:


 


(i)          provide
(A) updated financial and other information reasonably available to Borrower with respect to the Property, the business operated
at the Property, Borrower, Mezzanine A Borrower, Mezzanine B Borrower, Guarantor, SPE Component Entity, Mezzanine A 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 Administrative
Agent 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 Administrative Agent 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 Administrative Agent with respect to the Loan), provide updated opinions of counsel, which may be relied upon by Administrative
Agent, Lenders and their respective 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 Property, Property Documents,
Borrower and Borrower’s Affiliates, which counsel and opinions shall be reasonably satisfactory in form and substance to
Administrative Agent and shall be satisfactory in form and substance to the Rating Agencies;


 




    	 	- 136 -	 



     


    

 


(iii)        provide
updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents
(which representations and warranties may be updated to reflect any change in facts and circumstances since the Closing Date, provided
that such change in facts and circumstances is not due to a Default by Borrower under the Loan Documents); and


 


(iv)        execute
such amendments to the Loan Documents, the Property Documents and Borrower’s or any SPE Component Entity’s organizational
documents as may be reasonably requested by Administrative Agent or requested by the Rating Agencies or otherwise to effect any
Secondary Market Transaction, including, without limitation, (A) to amend and/or supplement the Independent Manager provisions
provided herein and therein, in each case, in accordance with the applicable requirements of the Rating Agencies, (B) bifurcating
the Loan into two or more components and/or additional separate notes, re-allocating 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-allocating 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 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.


 




    	 	- 137 -	 



     


    






 


(c)          If,
at the time a Disclosure Document is being prepared for a Securitization, Administrative Agent expects that Borrower alone or Borrower
and one or more Affiliates of Borrower collectively, or the Property alone or the Property and Related Properties collectively,
will be a Significant Obligor, Borrower shall furnish to Administrative Agent upon request (i) the selected financial data or,
if applicable, net operating income, required under Item 1112(b)(1) of Regulation AB, if Administrative Agent expects that the
principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal
amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which
the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent
(20%)) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization,
or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Administrative Agent expects that the principal
amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount
of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan
and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount
of all mortgage loans included or expected to be included, as applicable, in the Securitization.  The financial data
or financial statements set forth in the immediately preceding sentence shall be furnished to Administrative Agent (A) within ten
(10) Business Days after notice from Administrative Agent 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 Administrative Agent, Borrower shall furnish to Administrative Agent financial data and/or financial statements for
any tenant of the Property (which are available to Borrower or can be obtained by Borrower in the exercise of commercially reasonable
efforts) if, in connection with a Securitization, Administrative Agent expects there to be, with respect to such tenant or group
of Affiliated tenants, a concentration within all of the mortgage loans included or expected to be included, as applicable, in
the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor.


 


(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 Administrative Agent 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 Administrative
Agent, 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).


 




    	 	- 138 -	 



     


    

 


(e)          If
requested by Administrative Agent, Borrower shall provide Administrative Agent, promptly upon request, with any other or additional
financial statements, or financial, statistical or operating information, as Administrative Agent 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 Administrative Agent.


 


(f)          In
the event Administrative Agent 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, Administrative Agent may request, and Borrower
shall promptly provide, such other financial data and financial statements as Administrative Agent determines to be necessary or
appropriate for such compliance.


 


(g)          In
connection with any anticipated Securitization, if requested by Administrative Agent, Borrower shall furnish to Administrative
Agent:


 


(i)          monthly
certified rent rolls within ten (10) days after the end of each calendar month; and


 


(ii)         monthly
operating statements of the Property detailing the revenues received, the expenses incurred and the components of 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 Administrative Agent 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 Administrative Agent, Lenders and their 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 Administrative
Agent, Lenders and/or their 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 Administrative Agent to Lenders 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.


 




    	 	- 139 -	 



     


    

 


(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 Administrative Agent and that each such Disclosure Document, as it relates to Borrower, Mezzanine Borrower, Borrower
Affiliates, the Property, 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 Administrative Agent and
Lenders (and for purposes of this Section 11.2, Administrative Agent and Lenders hereunder shall include their 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 Administrative Agent,
Lenders, 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
Administrative Agent, Lenders, the Lender Group and/or the Underwriter Group for any legal or other expenses reasonably incurred
by Administrative Agent, Lenders, 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 Administrative Agent 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.


 




    	 	- 140 -	 



     


    

 


(d)          In
connection with filings under Exchange Act and/or the Securities Act, Borrower shall (i) indemnify Administrative Agent, Lenders,
the Lender Group and the Underwriter Group for Liabilities to which Administrative Agent, Lenders, 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
Administrative Agent, Lender, the Lender Group or the Underwriter Group for any legal or other expenses reasonably incurred by
Administrative Agent, Lender, the Lender Group or the Underwriter Group in connection with defending or investigating the Liabilities.


 


(e)          Promptly
after receipt by an indemnified party under this Section 11.2 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 11.2, notify the
indemnifying party in writing of the commencement thereof (but the omission to so notify the indemnifying party will not relieve
the indemnifying party from any liability which the indemnifying party may have to any indemnified party hereunder except to the
extent that failure to notify causes prejudice to the indemnifying party).  In the event that any action is brought against
any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled,
jointly with any other indemnifying party, to participate therein and, to the extent that it (or they) may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense
thereof with counsel satisfactory to such indemnified party.  After notice from the indemnifying party to such indemnified
party under this Section 11.2, such indemnifying party shall pay for any legal or other expenses subsequently incurred by
such indemnifying party in connection with the defense thereof; provided, however, if the defendants in any such action include
both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there are
any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses
and to otherwise participate in the defense of such action on behalf of such indemnified party at the reasonable cost of the indemnifying
party.


 


(f)          The
liabilities and obligations of Borrower, Administrative Agent and Lenders 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 Administrative Agent and such failure continues for five (5) Business Days after notice thereof from Administrative
Agent to Borrower (or such longer period of time agreed to by Administrative Agent 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 Administrative Agent’s option,
constitute a breach of the terms thereof and/or an Event of Default.


 




    	 	- 141 -	 



     


    

 


Section
11.3         Reserves/Escrows.  In the event that Securities
are issued in connection with the Loan, all funds held by Administrative Agent 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 Administrative Agent, Lenders 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.  Administrative Agent
shall have the option (the “New Mezzanine Option”), subject to unanimous Lender consent, 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 Administrative Agent’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 Administrative
Agent in Administrative Agent’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 Mezzanine Borrowers to execute
such amendments to the applicable Mezzanine Loan Documents)  and Borrower’s, Mezzanine A Borrower’s, Mezzanine
B Borrower’s, any SPE Component Entity’s or any Mezzanine SPE Component Entity’s organizational documents as
may be reasonably requested by Administrative Agent 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 Administrative Agent, execute such agreements, instruments
and other documents as may be required by Administrative Agent 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 Administrative Agent or the Rating Agencies.  Notwithstanding
anything contained herein to the contrary, Administrative Agent shall have the right to apply all payments to the Debt during the
continuance of an Event of Default in such order as Administrative Agent determines in its sole discretion and to require that
(x) no sums shall be paid to Mezzanine Lenders under the Mezzanine Loans 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 Loans and the New Mezzanine Loan.  Provided no Event of Default exists, prepayments of the Loan and the
Mezzanine Loans 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 A Loan, the Mezzanine A Loan and the New Mezzanine Loan shall be separate, distinct
and in addition to the rights and remedies of Administrative Agent and Lenders under the Loan.


 




    	 	- 142 -	 



     


    

 


Section
11.7         Costs and Expenses. Notwithstanding anything to the
contrary contained in this Article 11 (but subject to Section 18.26 below), 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 or Section 11.6 above other than expenses of Borrower’s counsel, accountants and consultants. 


 


Article
12


 


INDEMNIFICATIONS


 


Section
12.1         General Indemnification.  Borrower shall,
at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any
and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of
or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage
to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property
or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or
on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or
services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of
the Property (or any portion thereof) to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands
whatsoever which may be asserted against Administrative Agent or any 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 Administrative Agent or any Lender) which may be payable in connection with the funding of the Loan evidenced by the
Note and secured by the Security Instrument; and/or (g) the holding or investing of the funds on deposit in the Accounts or the
performance of any work or the disbursement of funds in each case in connection with the Accounts (the “Indemnified Liabilities”);
provided, however, that Borrower shall not have any obligation hereunder (x) to the extent that any Indemnified Liabilities arise
from the gross negligence, illegal acts, fraud or willful misconduct of Administrative Agent, Lenders 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 Administrative Agent or Lenders 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 Administrative Agent that such Losses were sustained
by Administrative Agent and/or Lenders and shall bear interest at the Default Rate from the date that is ten (10) days after the
date Borrower receives notice from Administrative Agent that such Losses were sustained by Administrative Agent or Lenders  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) Administrative Agent or Lender (or any purchaser at a foreclosure sale or Administrative
Agent’s or Lender’s designee of a deed in lieu of foreclosure) actually acquired title to the Property pursuant to
a foreclosure of the Security Instrument or a deed in lieu of foreclosure of the Security Instrument that has not been set aside,
rescinded or invalidated, whereby Borrower is no longer the owner of the Property and to the extent that such Indemnified Liabilities
were not caused by the actions of Borrower or any Affiliate or agent of Borrower, or (ii) Mezzanine A Lender (or any purchaser
at a foreclosure sale or Mezzanine A 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 (as defined in the Mezzanine A Loan
Agreement) or an assignment in lieu of foreclosure of the Pledge Agreement (as defined in the Mezzanine A Loan Agreement) that
has not been set aside, rescinded or invalidated, whereby Mezzanine A Borrower is no longer the 100% owner of Borrower and that
such Indemnified Liabilities were not caused by the actions of Mezzanine A Borrower or any Affiliate or agent of Mezzanine A Borrower,
or (iii) 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 Mezzanine A 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.  


 




    	 	- 143 -	 



     


    

 


Section
12.2         Mortgage and Intangible Tax Indemnification.  Borrower
shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against
any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out
of or in any way relating to any tax on the making and/or recording of the Security Instrument, the Note or any of the other Loan
Documents (but excluding any income, franchise or other similar taxes imposed on Administrative Agent and/or Lenders).


 


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 Administrative Agent’s sole discretion)
that Administrative Agent and/or Lenders may incur, directly or indirectly, as a result of a default under Sections 3.7
or 4.19 of this Agreement.


 




    	 	- 144 -	 



     


    

 


Section
12.4         Duty to Defend, Legal Fees and Other Fees and Expenses.  Upon
written request by any Administrative Agent (for itself and/or on behalf of any other Indemnified Parties), Borrower shall defend
Administrative Agent and/or any such Indemnified Parties (if requested by Administrative Agent, in the name of Administrative Agent
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, Administrative Agent 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 Administrative
Agent and/or any such Indemnified Parties, and, at the option of Administrative Agent (on its own behalf and/or on behalf of any
Indemnified Parties), its attorneys shall control the resolution of any claim or proceeding subject to Borrower’s right to
consent to any settlement (such consent not to be unreasonably withheld or delayed).  Borrower shall pay or, in the sole
discretion of the Administrative Agent, reimburse, the Administrative Agent for the payment of reasonable fees and disbursements
of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith; provided, however,
Borrower shall not be obligated to pay for fees and disbursements of more than one set of legal professionals retained by Indemnified
Parties with respect to any indemnified claim (in addition to Borrower’s own legal professionals) regardless of the number
of Indemnified Parties; provided, however (i) Indemnified Parties, collectively, may retain multiple law firms and/or multiple
lawyers at the same firm if Indemnified Parties reasonably determine that separate specialized legal counsel is required with respect
to specific matters, but no Indemnified Parties shall have its own separate counsel except as provided in subclause (ii)
of this clause and (ii) (x) any Indemnified Party may retain its own separate counsel, and Borrower shall pay for the out-of-pocket
fees and disbursement of such counsel, if such Indemnified Parties, based upon the advice of counsel, has separate defenses that
would be materially and adversely compromised if it were to retain the same counsel or, if based upon the advice of counsel, a
conflict exists between Borrower and such Indemnified Parties or the Indemnified Parties, or, if during the continuance of an Event
of Default, based upon the advice of counsel, a Lender has no further common interests and (y) any Indemnified Party may retain
its own separate counsel at any time as described above at any time at its sole cost and expense.


 


Section
12.5         Survival.  The obligations and liabilities
of Borrower under this Article 12 shall fully survive indefinitely notwithstanding any termination, satisfaction, assignment,
entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure of the Security
Instrument.


 


Section
12.6         Environmental Indemnity.  Simultaneously
herewith, Borrower and Guarantor have executed and delivered the Environmental Indemnity to Administrative Agent and Lenders, which
Environmental Indemnity is not secured by the Security Instrument.


 




    	 	- 145 -	 



     


    

 


Article
13


 


EXCULPATION


 


Section
13.1         Exculpation.


 


(a)          Subject
to the qualifications below, no recourse shall be had against, and none of Administrative Agent or any Lender shall enforce the
liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Security
Instrument or the other Loan Documents by any action or proceeding wherein a money judgment or any deficiency judgment or other
judgment establishing personal liability shall be sought against, any Borrower Party or any direct or indirect principal, director,
officer, employee, manager, beneficiary, parent, beneficial owner, shareholder, partner, member, trustee, agent, or Affiliate of
any Borrower Party or any direct or indirect legal representatives, successors or assigns of any of the foregoing (collectively,
the “Exculpated Parties”), except that Administrative Agent, on behalf of Lenders, may bring a foreclosure action,
an action for specific performance or any other appropriate action or proceeding to enforce the Note, this Agreement, the Security
Instrument and the other Loan Documents, or to enable Administrative Agent to realize upon Lenders’ interest in the Property,
the Rents, or any other collateral given to Administrative Agent, on behalf of Lenders, pursuant to the Loan Documents; provided,
however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against
Borrower only to the extent of Borrower’s interest in the Property, in the Rents and in any other collateral given to Lenders
and Administrative Agent, on behalf of Lenders, and Administrative Agent and Lenders, by accepting the Note, this Agreement, the
Security Instrument and the other Loan Documents, shall not sue for, seek or demand any deficiency judgment with respect to the
Loan against Borrower or any of the Exculpated Parties in any such action or proceeding under or by reason of or under or in connection
with the Note, this Agreement, the Security Instrument, the other Loan Documents or otherwise.  The provisions of this
Section shall not, however, (1) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the
Loan Documents; (2) impair the right of Administrative Agent, on behalf of Lenders, to name any Borrower as a party defendant in
any action or suit for foreclosure and sale under the Security Instrument; (3) affect the validity or enforceability of any Loan
Document or any guaranty in connection with the Loan (including, without limitation, the indemnities set forth in Article 12 hereof,
the Guaranty and the Environmental Indemnity) made in connection with the Loan or any of the rights and remedies of Agent and Lenders
thereunder; (4) intentionally omitted, (5) impair the right of Administrative Agent, on behalf of Lenders, to (A) obtain the appointment
of a receiver and/or (B) enforce its rights and remedies provided in Articles 8 and 9 hereof; (6) impair the enforcement
of the assignment of leases and rents contained in the Security Instrument and in any other Loan Documents; (7) constitute a prohibition
against Administrative Agent, on behalf of Lenders, to seek a deficiency judgment against Borrower in order to fully realize the
security granted by the Security Instrument or to commence any other appropriate action or proceeding in order for Administrative
Agent to exercise Lenders’ remedies against the Property or any portion thereof; or (8) constitute a waiver of the right
of Administrative Agent and Lenders to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the
extent of any actual Losses incurred by Administrative Agent and/or Lenders (including actual out-of-pocket attorneys’ fees
and costs reasonably incurred) arising out of or in connection with the following:  


 


(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 Administrative
Agent or any Lender to exercise any rights and remedies available to Administrative Agent or any 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;


 




    	 	- 146 -	 



     


    

 


(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 Borrower’s failure to cause payment
of) such Taxes or charges (except to the extent (A) sums sufficient to pay such Taxes or charges have been deposited with Administrative
Agent in accordance with the terms of this Agreement or (B) such cash flow is not being made available to Borrower by Administrative
Agent as a result of Administrative Agent’s exercise of its remedies under the Loan Documents) unless such Taxes or other
charges are being contested as permitted hereunder;


 


(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 Borrower’s failure to cause payment of) 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 Administrative Agent in accordance with
the terms of this Agreement or (B) such cash flow is not being made available to Borrower by Administrative Agent as a result of
Administrative Agent’s exercise of its remedies under the Loan Documents);


 


(viii)      any
Security Deposits which are not delivered to Administrative Agent on behalf of Lenders by a Borrower Party following a foreclosure
of the Property or action in lieu thereof, except to the extent any such Security Deposits were 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 (including, without limitation, Borrower failing to comply
with the terms of such Property Document) any Property Document is (A) materially modified in a manner adverse to Administrative
Agent or any Lender or 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 is permitted pursuant to the terms of this Agreement and/or Administrative
Agent has approved the same;


 




    	 	- 147 -	 



     


    

 


(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 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 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; and/or


 


(xii)        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) Administrative Agent and Lenders shall not
be deemed to have waived any right which Administrative Agent and Lenders 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 Administrative Agent and Lenders 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)) or any direct
or indirect interest in 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);


 


(iii)        if
Borrower fails to obtain Administrative Agent’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


 




    	 	- 148 -	 



     


    

 


(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 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, 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 Administrative Agent:	Citibank N.A.
	 	388 Greenwich Street
	 	6th Floor
	 	New York, New York 10013
	 	Attention:  Ana Rosu Marmann
	 	 
	With a copy to:	Citibank N.A.
	 	388 Greenwich Street
	 	6th Floor
	 	New York, New York 10013
	 	Attention:  Lynn Forsell
	 	 
	With a copy to:	Hunton Andrews Kurth LLP
	 	200 Park Avenue
	 	New York, New York 10166
	 	Attention:  Brett L. Gross, Esq.
	 	 
	If to any other Lender:	As set forth in the applicable
	 	Administrative Agent Questionnaire


 


or addressed as such party may from time
to time designate by written notice to the other parties.


 




    	 	- 149 -	 



     


    

 


Any party by notice
to the other parties may designate additional or different addresses for subsequent notices or communications.


 


Section
14.2         Funds Transfer Disbursements.  


 


(a)          Generally.  Borrower
hereby authorizes Administrative Agent to disburse the proceeds of the Loan made by Lenders and any Reserve Funds being disbursed
to Borrower pursuant to Article 8 hereof as requested by an authorized representative of Borrower to any of the accounts
designated in the Transfer Authorizer Designation Form.  Borrower agrees to be bound by any transfer request: (i) authorized
or transmitted by Borrower or (ii) made in Borrower’s name and reasonably accepted by Administrative Agent in good faith
and in compliance with these transfer instructions, even if not properly authorized by Borrower.  Borrower further agrees
and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name
provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank
or account holder than named by Borrower.  Administrative Agent is not obligated or required in any way to take any actions
to detect errors in information provided by Borrower.  If Administrative Agent takes any actions in an attempt to detect
errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer
requests, Borrower agrees that no matter how many times Administrative Agent takes these actions Administrative Agent will not
in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become
any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between
Administrative Agent and Borrower.  To the extent Borrower then has knowledge of any such errors, Borrower agrees to
notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer
requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such transfer.


 


(b)          Funds
Transfer.  Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by
which each transfer will be made.  Administrative Agent may delay or refuse to accept a funds transfer request if the
transfer would: (i) violate the terms of this authorization (ii) require use of a bank unacceptable to Administrative Agent or
any Lender in its reasonable discretion or prohibited by any Governmental Authority; (iii) cause Administrative Agent or any Lender
to violate any Federal Reserve or other regulatory risk control program or guideline, or (iv) otherwise cause Administrative Agent
or any Lender to violate any applicable law or regulation.


 




    	 	- 150 -	 



     


    

 


(c)          Limitation
of Liability.  Except to the extent expressly provided herein, neither the Administrative Agent nor any Lender shall
be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks,
communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted,
and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by
fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications
networks, legal constraints or other events beyond Administrative Agent’s or any Lender’s control, or (iii) any special,
consequential, indirect or punitive damages, whether or not (x) any claim for these damages is based on tort or contract or (y)
Administrative Agent, such Lender or Borrower knew or should have known the likelihood of these damages in any situation.  Neither
Administrative Agent nor any Lender makes any representations or warranties other than those expressly set forth herein.


 


Section
14.3         Electronic Delivery of Certain Information.  If
requested by Administrative Agent, documents required to be delivered by Borrower pursuant to the Loan Documents shall be delivered,
in addition to the method set forth in Section 14.1 above, by electronic communication and delivery, including the Internet,
e-mail or intranet websites to which Administrative Agent and each Lender have access (including a commercial, third-party website
such as www.Edgar.com or a website sponsored or hosted by Administrative Agent), provided that no Lender has notified Administrative
Agent that it cannot or does not want to receive electronic communications.  Administrative Agent may, in its reasonable
discretion, agree to accept notices and other communications to it hereunder by electronic delivery pursuant to procedures approved
by it for all or particular notices or communications. Documents or notices delivered electronically by Borrower may be posted
by Administrative Agent on a commercial website and Administrative Agent shall notify each Lender of said posting and shall provide
a link thereto.  It being understood that the posting of said documents shall constitute notice and delivery of such
documents to Lenders by Administrative Agent as required hereunder and delivery shall be deemed properly given pursuant to Section
14.1 as of the date of said posting by Administrative Agent.  Notwithstanding anything contained herein, in every
instance Borrower shall be required to provide paper copies of any Officer’s Certificate to Administrative Agent and shall
deliver paper copies of all documents to Administrative Agent until a written request to cease delivering paper copies is given
by Administrative Agent (on behalf of Lenders).  Except for the Officer’s Certificate, Administrative Agent shall
have no obligation to maintain paper copies of the documents delivered electronically and, in any event, shall have no responsibility
to monitor compliance by Borrower with any such request for delivery.  Each Lender shall be solely responsible for requesting
delivery to it of paper copies and maintaining its paper or electronic documents.


 


Section
14.4         Possession of Documents.  Each Lender shall
maintain possession of its own Note.  Administrative Agent shall hold all other Loan Documents and related documents
in its possession and maintain separate records and accounts with respect to the Loan, reflecting the interests of Lenders in the
Loan, and shall permit Lenders (other than any Defaulting Lender) and their representatives access at all reasonable times during
normal business hours to inspect such Loan Documents, related documents, records and accounts.


 




    	 	- 151 -	 



     


    

 


Article
15


 


FURTHER
ASSURANCES


 


Section
15.1         Replacement Documents.  Upon receipt of an
affidavit of an officer of Administrative Agent or any 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         Recording of Security Instrument, etc.  


 


(a)          Borrower
forthwith upon the execution and delivery of the Security Instrument and thereafter, from time to time, will cause the Security
Instrument and any of the other Loan Documents creating a lien or security interest or evidencing the lien hereof upon the Property
and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required
by any present or future law in order to publish notice of and fully to protect and perfect the lien or security interest hereof
upon, and the interest of Administrative Agent, for the benefit of Lenders in, the Property.  Borrower will pay all taxes
(but excluding any income, franchise or other similar taxes imposed on Lender), filing, registration or recording fees, and all
expenses incident to the preparation, execution, acknowledgment and/or recording of the Security Instrument, and any of the other
Loan Documents creating or evidencing a lien or security interest on the Property and any instrument of further assurance, and
any modification or amendment of the foregoing documents, and all federal, state, county and municipal taxes, duties, imposts,
assessments and charges (but excluding any income, franchise or other similar taxes imposed on Lender) arising out of or in connection
with the execution and delivery of the Security Instrument, any deed of trust or mortgage supplemental hereto, any security instrument
with respect to the Property or any instrument of further assurance, and any modification or amendment of the foregoing documents,
except where prohibited by applicable law so to do.  The foregoing taxes, fees, expenses, duties, imposts, assessments
and charges, as applicable, are herein referred to as the “Security Instrument Taxes”.


 


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


 




    	 	- 152 -	 



     


    

 


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 Administrative
Agent or any 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 Administrative Agent shall, from time to time, reasonably require,
for the better assuring, conveying, assigning, transferring, and confirming unto Lenders and/or Administrative Agent, for the benefit
of Lenders, the property and rights hereby mortgaged, deeded, granted, bargained, sold, conveyed, confirmed, pledged, assigned,
warranted and transferred or intended now or hereafter so to be, or which Borrower may be or may hereafter become bound to convey
or assign to Administrative Agent, for the benefit of Lenders, or for carrying out the intention or facilitating the performance
of the terms of this Agreement or for filing, registering or recording the Security Instrument, or for complying with all Legal
Requirements, provided, however, the same shall not otherwise increase Borrower’s obligations or decrease any rights of Borrower
under the Loan Documents, other than (i) to a de minimis extent, or (ii) to the extent necessary to correct any scrivener’s
error in a manner consistent with the parties’ intention in connection with the Loan.  Borrower, on demand, will
execute and deliver, and in the event it shall fail to so execute and deliver within five (5) Business Days following written notice
from Administrative Agent, hereby authorizes Administrative Agent to execute in the name of Borrower or without the signature of
Borrower to the extent Administrative Agent may lawfully do so, one or more financing statements to evidence more effectively perfect
the security interest of Administrative Agent, for the benefit of Lenders in the Property.  Borrower grants to Administrative
Agent an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights
and remedies available to Administrative Agent and Lenders at law and in equity, including without limitation, such rights and
remedies available to Administrative Agent and Lenders pursuant to this Section 15.3; provided, however, Administrative
Agent 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 Administrative Agent of Administrative Agent’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 Administrative Agent’s,
for the benefit of Lenders, interest in the Property, Borrower will pay the tax, with interest and penalties thereon, if any.  If
Administrative Agent is advised by counsel chosen by it that the payment of tax by Borrower would be unlawful or taxable to Administrative
Agent or Lenders or unenforceable or provide the basis for a defense of usury then Administrative Agent shall have the option by
written notice of not less than one hundred twenty (120) days to declare the Debt immediately due and payable without premium or
penalty.


 


(b)          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 Security Instrument, or any of the other Loan Documents or impose any other tax or charge
on the same, Borrower will pay for the same, with interest and penalties thereon, if any, provided that in no event Borrower shall
be required to pay any Excluded Taxes.


 




    	 	- 153 -	 



     


    

 


Article
16


 


WAIVERS


 


Section
16.1         Remedies Cumulative; Waivers.


 


The rights, powers
and remedies of Administrative Agent and Lenders under this Agreement shall be cumulative and not exclusive of any other right,
power or remedy which Administrative Agent and Lenders may have against Borrower pursuant to this Agreement, the Security Instrument,
the Note or the other Loan Documents, or existing at law or in equity or otherwise.  Administrative Agent’s and
Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order
as Administrative Agent and Lenders 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.


 


Subject to Section
18.18(d), no modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, the Security
Instrument, 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 Administrative Agent or any Lender in insisting upon strict
performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege under this Agreement,
the Security Instrument, the Note or the other Loan Documents, or any other instrument given as security therefor, shall operate
as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise
of any other right, power, remedy or privilege.  In particular, and not by way of limitation, by accepting payment after
the due date of any amount payable under this Agreement, the Security Instrument, the Note or the other Loan Documents, neither
Administrative Agent nor any Lender shall be deemed to have waived any right either to require prompt payment when due of all other
amounts due under this Agreement, the Security Instrument, the Note and the other Loan Documents, or to declare a default for failure
to effect prompt payment of any such other amount.


 




    	 	- 154 -	 



     


    

 


Section
16.4         Waiver of Trial by Jury.


 


BORROWER ADMINISTRATIVE
AGENT AND LENDERS, HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN, THE APPLICATION FOR THE LOAN,
THIS AGREEMENT, THE NOTE, THE SECURITY INSTRUMENT OR THE OTHER LOAN DOCUMENTS OR ANY ACTS OR OMISSIONS OF ADMINISTRATIVE AGENT,
ANY LENDER OR BORROWER.


 


Section
16.5         Waiver of Notice.


 


Borrower shall not
be entitled to any notices of any nature whatsoever from Administrative Agent or Lenders 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 Administrative
Agent or any Lender to Borrower and (b) with respect to matters for which Administrative Agent or any Lender are 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 Administrative Agent or any 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 Administrative Agent or any Lender to Borrower.


 


Section
16.6         Remedies of Borrower.


 


In the event that a
claim or adjudication is made that Administrative Agent, any Lender or any of their agents have acted unreasonably or unreasonably
delayed acting in any case where by applicable law or under this Agreement, the Security Instrument, the Note and the other Loan
Documents, such Lender, Administrative Agent 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 Administrative Agent, Lenders and their 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 Administrative
Agent or any Lender has acted reasonably shall be determined by an action seeking declaratory judgment. Administrative Agent and
Lenders 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 Security Instrument
of the Property or any part thereof or any interest therein.  Further, Borrower hereby expressly waives any and all rights
of redemption from sale under any order or decree of foreclosure of the Security Instrument on behalf of Borrower, and on behalf
of each and every person acquiring any interest in or title to the Property subsequent to the date of the Security Instrument and
on behalf of all persons to the extent permitted by applicable Legal Requirements.


 




    	 	- 155 -	 



     


    

 


Section
16.8         Waiver of Statute of Limitations.


 


To the extent permitted
by applicable Legal Requirements, Borrower hereby expressly waives and releases to the fullest extent permitted by applicable Legal
Requirements, the pleading of any statute of limitations as a defense to payment of the Debt or performance of its obligations
hereunder, under the Note, Security Instrument or other Loan Documents.


 


Section
16.9         Waiver of Counterclaim.  To the extent permitted
by applicable law, Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action
or proceeding brought against it by Administrative Agent, any Lender or any of their agents.


 


Section
16.10         Sole Discretion of Administrative Agent and Lenders.  Wherever
pursuant to this Agreement (a) Administrative Agent and/or any Lender exercises any right given to it to approve or disapprove,
(b) any arrangement or term is to be satisfactory to Administrative Agent and/or any Lender, or (c) any other decision or determination
is to be made by Administrative Agent and/or any 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 Administrative Agent and/or any
Lender, shall be in the sole discretion of Administrative Agent and/or such 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 Lenders of the Loan and the execution and delivery to Lenders of the Note, and shall continue in full force and effect so long
as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth in this Agreement, the Security
Instrument, the Note or the other Loan Documents, it being acknowledged, however, that the representations and warranties in this
Agreement are made solely as of the date hereof unless remade pursuant to the terms of this Agreement or another Loan Document.  Whenever
in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives,
successors and assigns of such party.  All covenants, promises and agreements in this Agreement, by or on behalf of Borrower,
shall inure to the benefit of the legal representatives, successors and assigns of Administrative Agent and each Lender.


 




    	 	- 156 -	 



     


    

 


Section
17.2         Governing Law.  THIS AGREEMENT WAS NEGOTIATED
IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDERS AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE
LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP
TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE AND ANY DISPUTES, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS (WHETHER SOUNDING IN CONTRACT OR TORT LAW), THIS AGREEMENT, THE NOTE AND THE OTHER
LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAWS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW)) AND ANY APPLICABLE LAW OF THE UNITED STATES OF
AMERICA, EXCEPT THAT AT ALL TIMES MATTERS RELATING TO THE CREATION, PERFECTION AND PROCEDURES RELATING TO THE ENFORCEMENT OF THE
LIENS AND SECURITY INTERESTS CREATED PURSUANT TO THE SECURITY INSTRUMENT AND THE ASSIGNMENT OF LEASES AND RENTS SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE IN WHICH THE PROPERTY DESCRIBED THEREIN IS LOCATED (WITHOUT REGARD
TO CONFLICT OF LAW PROVISIONS THEREOF), IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE
LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN §§ 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW)) SHALL GOVERN ALL MATTERS RELATING TO THE SECURITY INSTRUMENT, THE ASSIGNMENT OF LEASES AND RENTS
AND THE OTHER LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER.  TO THE FULLEST EXTENT PERMITTED
BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS
THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.


 


ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST
ADMINISTRATIVE AGENT, ANY LENDER OR ANY BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS WILL,
AT ADMINISTRATIVE AGENT’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,
ADMINISTRATIVE AGENT AND EACH 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.


 




    	 	- 157 -	 



     


    

 


BORROWER DOES HEREBY DESIGNATE AND APPOINT:


 


NORTH TOWER, LLC


C/O BROOKFIELD PROPERTIES, INC.


250 VESSEY STREET, 15TH FLOOR


NEW YORK, NEW YORK 10281


ATTENTION: GENERAL COUNSEL


 


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 ADMINISTRATIVE
AGENT AND LENDERS 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.  Administrative Agent and Lenders
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 Administrative Agent or
any 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 Administrative Agent or such Lender.


 




    	 	- 158 -	 



     


    

 


Section
17.6         Expenses.  


 


(a)          Except
as otherwise expressly set forth herein (including, without limitation, as expressly provided in Article 11, Section
18.14 and Section 18.15 hereof), Borrower covenants and agrees to pay its own costs and expenses and pay, or, if Borrower
fails to pay, to reimburse, Administrative Agent upon receipt of written notice from Administrative Agent for all reasonable out-of-pocket
costs and expenses (including reasonable, actual attorneys’ fees and disbursements of counsel), in each case, for Administrative
Agent and the Lenders in each case, incurred by Administrative Agent in accordance with this Agreement in connection with: (i)
the preparation, negotiation, execution and delivery of this Agreement, the Security Instrument, the Note and the other Loan Documents
and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel
for Borrower (including without limitation any opinions reasonably requested by Administrative Agent prior to the Closing Date
as to any legal matters arising under this Agreement, the Security Instrument, the Note and the other Loan Documents with respect
to the Property); (ii) unless otherwise expressly provided in the Loan Documents, Administrative Agent’s actual out-of-pocket
costs incurred in connection with (x) seeking the consent of Lenders as required under this Agreement and (y) with any requests
made by Borrower pursuant to the provisions of this Agreement; (iii) Administrative Agent’s ongoing performance and compliance
with all agreements and conditions contained in this Agreement, the Security Instrument, the Note and the other Loan Documents
on its part to be performed or complied with after the Closing Date (including, without limitation, those contained in Articles
8 and 9 hereof); (iv) the negotiation, preparation, execution, delivery and administration of any consents, amendments,
waivers or other modifications to this Agreement, the Security Instrument, the Note and the other Loan Documents and any other
documents or matters reasonably requested by (x) prior to the Closing Date, Administrative Agent 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 Administrative
Agent and Lenders all required legal opinions, and other similar expenses incurred in creating and perfecting the lien in favor
of Administrative Agent for the benefit of Lenders pursuant to this Agreement, the Security Instrument, the Note and the other
Loan Documents; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent
the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Administrative Agent or any Lender.


 




    	 	- 159 -	 



     


    

 


(b)          In
addition, except as otherwise expressly set forth herein (including, without limitation, as expressly provided in Section 18.14
and Section 18.15 hereof), Borrower covenants and agrees to pay their own costs and expenses and pay, or, if Borrower fails
to pay, to reimburse, Administrative Agent and/or any Lender, upon receipt of written notice from Administrative Agent (on its
own behalf and/or on behalf of any Lender) for all reasonable out-of-pocket costs and expenses (including reasonable, actual attorneys’
fees and disbursements of, counsel), in each case, for Administrative Agent and the Lenders, in each case, incurred by Administrative
Agent or such Lender in accordance with this Agreement in connection with: (i) unless otherwise expressly provided in this
Agreement, enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action
or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the Security Instrument,
the Note, the other Loan Documents, the Property, or any other security given for the Loan; (ii) servicing the Loan (including,
without limitation, enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the Security
Instrument, the Note and the other Loan Documents or with respect to the Property) or in connection with any refinancing or restructuring
of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy
proceedings; and (iii) the preparation, negotiation, execution, delivery, review, filing, recording or administration of any documentation
associated with the exercise of any of Borrower’s rights hereunder and/or under the other Loan Documents regardless of whether
or not any such right is consummated in each case, in accordance with the applicable terms and conditions hereof); provided, however,
that, with respect to each of subsections (i) though (iii) above, (A) none of the foregoing subsections shall be deemed to be mutually
exclusive or limit any other subsection, (B) the same shall be deemed to (I) include, without limitation and in each case, any
related special servicing fees, liquidation fees, modification fees, work-out fees and other similar costs or expenses payable
to any Servicer, trustee and/or special servicer of the Loan (or any portion thereof and/or interest therein) and (II) exclude
any requirement that Borrower directly pay the base monthly servicing fees due to any master servicer on account of the day to
day, routine servicing of the Loan (provided, further, that the foregoing subsection (II) shall not be deemed to otherwise limit
any fees, costs, expenses or other sums required to be paid to Administrative Agent or any 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
Administrative Agent or any 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 Administrative Agent and/or any Lender shall have reasonably
concluded that there may be legal defenses available to it that are different from or additional to those available to Administrative
Agent or another Lender.  Notwithstanding the foregoing or anything to the contrary in this Agreement, no special servicing
fees or similar costs shall be due and payable by Borrower except 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”.


 


Section
17.7         Cost of Enforcement.  In the event (a) that
the Security Instrument is foreclosed in whole or in part, (b) of the bankruptcy, insolvency, rehabilitation or other similar proceeding
in respect of 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) any Lender and/or Administrative Agent 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 Administrative Agent and the Lenders, incurred by Administrative Agent, any 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.


 




    	 	- 160 -	 



     


    

 


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 Lenders’ interest in and to this Agreement, the Security Instrument,
the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims (other than a compulsory
counterclaim) or defenses which are unrelated to such documents and the Loan which Borrower may otherwise have against any assignor
of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding
brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim
or defense in any such action or proceeding is hereby expressly waived by Borrower.


 


Section
17.10         No Joint Venture or Partnership; No Third Party Beneficiaries;
Non Liability of Administrative Agent and Lenders.


 


(a)          Borrower,
Administrative Agent and Lenders intend that the relationships created under this Agreement, the Security Instrument, the Note
and the other Loan Documents be solely that of borrower and lender.  Nothing herein or therein is intended to create
a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower, Administrative Agent and/or Lenders
nor to grant Administrative Agent or any Lender any interest in the Property other than that of mortgagee, beneficiary or lender.


 


(b)          This
Agreement, the Security Instrument, the Note and the other Loan Documents are solely for the benefit of Administrative Agent, Lenders
and Borrower and nothing contained in this Agreement, the Security Instrument, the Note or the other Loan Documents shall be deemed
to confer upon anyone other than Administrative Agent, Lenders 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 Lenders to
make the Loan hereunder are imposed solely and exclusively for the benefit of Lenders and no other Person (other than Administrative
Agent) shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that
Lenders 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 Administrative Agent), any or all of which may be
freely waived in whole or in part by Lenders if, in Lenders’ sole discretion, Lenders deem 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 Lenders are relying solely upon such expertise and business
plan in connection with the ownership and operation of the Property.  Borrower is not relying on Administrative Agent’s
or Lenders’ expertise, business acumen or advice in connection with the Property.


 




    	 	- 161 -	 



     


    

 


(d)          Notwithstanding
anything to the contrary contained herein, neither Administrative Agent nor Lenders are 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 Administrative Agent and/or Lenders
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,
neither Administrative Agent nor Lenders shall 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 Administrative Agent or any Lender.


 


(f)          Borrower
recognizes and acknowledges that in accepting this Agreement, the Note, the Security Instrument and the other Loan Documents, Administrative
Agent and Lenders are 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 Administrative Agent or any Lender; that such reliance existed on the part of Administrative Agent and Lenders
prior to the date hereof, that the warranties and representations are a material inducement to Lenders in making the Loan; and
that Lenders would not be willing to make the Loan and accept this Agreement, the Note, the Security Instrument and the other Loan
Documents in the absence of the warranties and representations as set forth in Article 3 of this Agreement.


 


(g)          Neither
Administrative Agent nor any Lender shall 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 Administrative Agent or any Lender to any Lender, Borrower, or any other Borrower Party.  Neither
Administrative Agent nor any Lender undertakes any responsibility to Borrower to review or inform Borrower of any matter in connection
with any phase of Borrower’s business or operations.


 


Section
17.11         Publicity; Confidentiality.


 


(a)          Publicity.  All
news releases, publicity or advertising by Borrower, Administrative Agent or their Affiliates through any media intended to reach
the general public which refers to this Agreement, the Note, the Security Instrument or the other Loan Documents or the financing
evidenced by this Agreement, the Note, the Security Instrument or the other Loan Documents, to Lenders, Administrative Agent or
any of their Affiliates shall be subject to the prior written approval of Administrative Agent 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 Administrative Agent or any 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)
Administrative Agent and any 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 Administrative Agent, Joint Lead Arrangers and/or
any Lender in connection with a potential Secondary Market Transaction, it being agreed that Administrative Agent, Joint Lead Arrangers
and each Lender shall have the right to issue, without Borrower’s approval, and Borrower hereby authorizes Administrative
Agent, Joint Lead Arrangers and each Lender to issue, such marketing materials, term sheets and other materials as Administrative
Agent, Joint Lead Arrangers and/or any Lender may deem reasonably necessary or appropriate in connection with Administrative Agent’s,
Joint Lead Arrangers and/or any 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 Administrative Agent’s, Joint Lead Arrangers’
and/or any Lender’s participation therein.


 




    	 	- 162 -	 



     


    

 


(b)          Confidentiality.  Except
as otherwise provided by Legal Requirements, Administrative Agent and each 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
their respective 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 Assignee, Participant or other transferee in connection
with the contemplated transfer of any Note or participations therein as permitted hereunder (provided they shall agree to keep
such information confidential in accordance with the terms of this Section); (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 the Administrative
Agent’s or such 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 Administrative Agent or Lenders in connection with the exercise by the Administrative
Agent or the Lenders 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 the Administrative
Agent or any Lender on a non-confidential basis from a source other than the Borrower or any Affiliate


 


Section
17.12         Limitation of Liability.  No claim may be
made by Borrower, or any other Person against Administrative Agent, any Lender or at their respective 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.


 




    	 	- 163 -	 



     


    

 


Section
17.13         Conflict; Construction of Documents; Reliance.  In
the event of any conflict between the provisions of this Agreement and the Security Instrument, the Note or any of the other Loan
Documents, the provisions of this Agreement shall control.  The parties hereto acknowledge that they were represented
by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note, the Security Instrument
and the other Loan Documents and this Agreement, the Note, the Security Instrument and the other Loan Documents shall not be subject
to the principle of construing their meaning against the party which drafted same.  Borrower acknowledges that, with
respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any
manner on any statements, representations or recommendations of Administrative Agent or any Lender or any parent, subsidiary or
Affiliate of Administrative Agent or any Lender.  Administrative Agent and Lenders 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 Administrative
Agent, Lenders or any parent, subsidiary or Affiliate of Administrative Agent or any 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 Administrative Agent’s and any Lender’s exercise of any such rights or remedies.  Borrower
acknowledges that Administrative Agent and Lenders engage 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 Security Instrument and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect
of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written
between Borrower Administrative Agent and Lenders are superseded by the terms of this Agreement, the Note, the Security Instrument
and the other Loan Documents.


 


Section
17.15         Liability.  If Borrower consists of more
than one Person, the obligations and liabilities of each such Person hereunder shall be joint and several.  This Agreement
shall be binding upon and inure to the benefit of Borrower, Administrative Agent and Lenders 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.


 




    	 	- 164 -	 



     


    

 


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 Administrative Agent and Lenders 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 Administrative Agent or any Lender by any Person (unless such Person is claiming a fee or compensation
as a result of the actions of Administrative Agent and/or such 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.  Administrative Agent and each
Lender hereby agree to pay any and all fees imposed or charged by any Broker hired solely by Administrative Agent or such Lender,
respectively.  Borrower acknowledges and agrees that (a) any Broker is not an agent of Administrative Agent or any Lender
and has no power or authority to bind Administrative Agent or Lenders, (b) Administrative Agent and Lenders are not responsible
for any recommendations or advice given to any Borrower Party by any Broker, (c) Administrative Agent, Lenders 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 Administrative Agent, Lenders 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 Administrative Agent and/or Lenders or modify or otherwise affect this Agreement or the Loan, unless Administrative
Agent or a 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 Administrative Agent and Lenders
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 Administrative Agent and/or Lenders and such Broker.


 


Section
17.18         Set-Off.  Subject to Section 2.12
hereof and in addition to any rights and remedies of Administrative Agent and any Lender provided by this Agreement and by law,
Administrative Agent and each Lender 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, but in the case of a Lender subject to receipt of the prior written consent of the Administrative Agent and the
Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general
or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and
any other indebtedness at any time held or owing by the Administrative Agent, such Lender or any affiliate of the Administrative
Agent or such 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.  Lenders and Mezzanine
Lenders are parties to a certain intercreditor agreement dated as of the date hereof (the “Intercreditor Agreement”)
memorializing their relative rights and obligations with respect to the Loan, the Mezzanine A Loan, the Mezzanine B Loan, Borrower,
Mezzanine A Borrower, Mezzanine B Borrower and the Property.  Borrower hereby acknowledges and agrees that (i) such Intercreditor
Agreement is intended solely for the benefit of Lenders and Mezzanine Lenders and (ii) Borrower and Mezzanine Borrowers 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.  Administrative Agent, Lenders and Mezzanine Lenders 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.


 




    	 	- 165 -	 



     


    

 


Section
17.20         Intentionally Omitted.


 


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.


 




    	 	- 166 -	 



     


    

 


Article
18


 


ADMINISTRATIVE
AGENT; RELATIONS AMONG LENDERS


 


Section
18.1         Appointment and Authorization.  Each Lender
hereby irrevocably appoints and authorizes the Administrative Agent to take such action as contractual representative on such Lender’s
behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative
Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the
foregoing, each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents for the benefit of the
Lenders.  Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders
in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers
set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding
upon all of the Lenders.  Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for
any Lender or to impose on the Administrative Agent duties or obligations other than those expressly provided for herein.  Without
limiting the generality of the foregoing, the use of the terms “Administrative Agent”, “Agent”, “agent”
and similar terms in the Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency doctrine of any applicable law.  Instead, use of such terms
is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent
contracting parties.  The Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by Administrative
Agent, full and complete copies of each of the financial statements, certificates, notices and other documents delivered to Administrative
Agent pursuant to the terms hereof (including, without limitation, all certificates, policies, endorsements, documents and materials
relating to the Borrower’s insurance coverage pursuant to Section 7.1 hereof) that the Borrower is not otherwise required
to deliver directly to the Lenders.  The Administrative Agent will furnish to any Lender, upon the request of such Lender,
a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative
Agent by any Borrower Party or any Affiliate thereof, pursuant to this Agreement or any other Loan Document not already delivered
to such Lender pursuant to the terms of this Agreement or any such other Loan Document.  As to any matters not expressly
provided for by the Loan Documents (including, without limitation, enforcement of the Loan Documents or collection of the Debt),
the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite
Lenders (or the Requisite Lenders or all of the Lenders, as applicable, if explicitly required under any other provision of this
Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Debt; provided, however,
that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action
that in its opinion or the opinion of its counsel exposes the Administrative Agent to personal liability or which is contrary to
this Agreement or any other Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation
of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a
Defaulting Lender in violation of any Debtor Relief Law.  Not in limitation of the foregoing, the Administrative Agent
may exercise or may refrain from exercising any right or remedy it or the Lenders may have under any Loan Document during the continuance
of an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise and unless and until Administrative
Agent shall have received directions from the Requisite Lenders, Administrative Agent may take such action, or refrain from taking
such action, with respect to any existing Event of Default as Administrative Agent shall determine in its sole discretion; provided
that in the event Administrative Agent shall not have received direction from the Requisite Lenders with respect to commencing,
or refraining from commencing, the exercise of remedies pursuant to this Agreement prior to the date that is sixty (60) days following
the date on which the Administrative Agent has provided notice to the Lenders of such Event of Default, the Administrative Agent
shall commence the exercise of remedies in accordance with the terms of this Agreement.  Furthermore, and without limiting
the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative
Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions
of the Requisite Lenders pursuant to the terms hereof, or where applicable, the Requisite Lenders or all the Lenders.


 




    	 	- 167 -	 



     


    

 


Section
18.2         Citi as Lender.  Citi, as a Lender, shall
have the same rights and powers under this Agreement and any other Loan Document as any other Lender and may exercise the same
as though it were not the Administrative Agent; and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated, include Citi in each case in its individual capacity.  Citi and its affiliates may each accept deposits
from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial
advisor to, and generally engage in any kind of business with any Borrower Party or any other affiliate thereof as if it were any
other bank and without any duty to account therefor to the other Lenders.  Further, the Administrative Agent and any
affiliate may accept fees and other consideration from the Borrower for services in connection with this Agreement and otherwise
without having to account for the same to the other Lenders.  The Lenders acknowledge that, pursuant to such activities,
Citi or its affiliates may receive information regarding Borrower, other Borrower Parties and affiliates thereof (including information
that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Administrative Agent shall
be under no obligation to provide such information to them unless such information was delivered to Citi or any of its affiliates
in such Person’s capacity as the Administrative Agent.


 


Section
18.3         Collateral Matters; Protective Advances.


 


(a)          Each
Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from
time to time prior to an Event of Default, to take any action with respect to the Property or Loan Documents which may be necessary
to perfect and maintain perfected the Liens upon the Property granted pursuant to any of the Loan Documents.


 


(b)          Each
Lender hereby authorizes the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held
by the Administrative Agent upon the Property (i) upon indefeasible payment and satisfaction in full of the Debt (other than
any inchoate surviving obligations); (ii) as expressly permitted by, but only in accordance with, the terms of the applicable
Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of
Lenders as this Agreement or any other Loan Document may expressly provide).  Upon request by the Administrative Agent
or Borrower at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release the Property
pursuant to this Section.


 


(c)          Upon
any sale of the Property which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business
Days’ prior written request by Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders
to) execute such documents as may be necessary to evidence the release of (and release of record) the Liens granted to the Administrative
Agent for the benefit of the Lenders herein or pursuant hereto upon the Property that was sold or transferred; provided,
however, that the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative
Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence
other than the release of such Liens without recourse or warranty.  In the event of any sale or transfer of the Property,
or any foreclosure with respect to the Property, the Administrative Agent shall be authorized to deduct all of the expenses reasonably
incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure (including, without limitation,
any transfer or similar taxes incurred in connection with any such sale or transfer of the Property).


 




    	 	- 168 -	 



     


    

 


(d)          The
Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Property exists
or is owned by the Borrower, any other Borrower Party or is cared for, protected or insured or that the Liens granted to the Administrative
Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care,
disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section
or in any of the Loan Documents, it being understood and agreed that in respect of the Property, or any act, omission or event
related thereto, the Administrative Agent may act in any manner it may deem appropriate (subject to the terms and conditions set
forth herein), in its sole discretion (subject to the terms and conditions set forth herein), and that the Administrative Agent
shall have no duty or liability whatsoever to the Lenders, except to the extent resulting from its gross negligence or willful
misconduct.


 


(e)          The
Administrative Agent may make, and shall be reimbursed by the Lenders (in accordance with their Percentage Shares) to the extent
not reimbursed by the Borrower for, Protective Advances with respect to the Property up to the sum of (i) amounts expended to pay
Taxes imposed upon the Property; (ii) amounts expended to pay Insurance Premiums related to the Property; and (iii) $1,000,000.  Protective
Advances in excess of said sum for the Property shall require the consent of the Requisite Lenders.  The Borrower agrees
to pay on demand all Protective Advances.


 


Section
18.4         Post-Foreclosure Plans.  If an Event of Default
has occurred and is continuing, the Administrative Agent shall obtain an appraisal of the Property, and in connection with any
foreclosure proceedings, the Administrative Agent shall make an initial credit bid and subsequent credit bids in amounts not to
exceed the lesser of (a) the fair market value of the Property as reasonably determined by the Administrative Agent after taking
into consideration such appraisal, and (b) the total outstanding amount of the Debt.  If all or any portion of the Property
is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of a deed or assignment in lieu of foreclosure,
or is retained in satisfaction of all or any part of the Debt, the title to the Property, or any portion thereof, shall be held
in the name of the Administrative Agent or a nominee or subsidiary of the Administrative Agent, as agent, for the ratable benefit
of all Lenders.  The Administrative Agent shall prepare a recommended course of action for the Property (a “Post-Foreclosure
Plan”), which shall be subject to the approval of the Requisite Lenders.  In accordance with the approved Post-Foreclosure
Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the
Property acquired, and shall administer all transactions relating thereto, including, without limitation, employing a property
manager, leasing agent and other agents, contractors and employees, including agents for the sale of the Property, and the collecting
of Rents and other sums from the Property and paying the expenses of such Property.  Actions taken by the Administrative
Agent with respect to the Property, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably
incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan.  Upon
demand therefor from time to time, each Lender will contribute its Percentage Share of all reasonable costs and expenses incurred
by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management,
maintenance, leasing and sale of the Property.  In addition, the Administrative Agent shall render or cause to be rendered
to each Lender, on a monthly basis, an income and expense statement for the Property, and each Lender shall promptly (but no later
than seven (7) Business Days from receipt of such statement) contribute its Percentage Share of any operating loss for the Property,
and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance
with the approved Post-Foreclosure Plan.  To the extent there is net operating income from the Property, the Administrative
Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders.  All
such distributions shall be made to the Lenders in accordance with their respective Percentage Shares.  The Lenders acknowledge
and agree that if title to the Property is obtained by the Administrative Agent or its nominee, the Property will not be held as
a permanent investment but will be liquidated as soon as practicable.  The Administrative Agent shall undertake to sell
the Property, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous
to the Lenders.


 




    	 	- 169 -	 



     


    

 


Section
18.5         Approval of Lenders.  All communications
from the Administrative Agent to any Lender requesting such Lender’s determination, consent, approval or disapproval (a) shall
be given in the form of a written notice to such Lender, (b) shall be accompanied by a description of the matter or issue
as to which such determination, approval, consent or disapproval is requested, or shall advise such Lender where information, if
any, regarding such matter or issue may be inspected, or shall otherwise describe the matter or issue to be resolved, (c) shall
include, if reasonably requested by such Lender and to the extent not previously provided to such Lender, written materials and
a summary of all oral information provided to the Administrative Agent by the Borrower in respect of the matter or issue to be
resolved, and (d) shall include the Administrative Agent’s recommended course of action or determination in respect
thereof.  Unless a Lender shall give written notice to Administrative Agent that it specifically objects to the recommendation
or determination of Administrative Agent (together with a reasonable written explanation of the reasons behind such objection)
within twelve (12) Business Days (or such lesser or greater period as may be specifically required under the express terms
of the Loan Documents) of receipt of such communication, such Lender shall be deemed to have conclusively approved of or consented
to such recommendation or determination; provided, however, that such deemed consent shall not apply to the matters set forth in
Section 18.18(b) except if such Lender is a Defaulting Pfandbrief Lender.


 


Section
18.6         Notice of Defaults.  The Administrative Agent
shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Administrative Agent
has actual knowledge of such Default or Event of Default or has received notice from a Lender or a Borrower referring to this Agreement,
describing with reasonable specificity such Default or Event of Default and stating that such notice is a “notice of default.”  If
any Lender (excluding any Lender which is also serving as the Administrative Agent) becomes aware of any Default or Event of Default,
it shall promptly send to the Administrative Agent such a “notice of default”.  Further, if the Administrative
Agent receives such a “notice of default,” the Administrative Agent shall give prompt notice thereof to the Lenders.  For
purposes of this Section 18.6, the actual knowledge of Administrative Agent shall be deemed to mean the actual collective
knowledge of the officers, directors and employees of Administrative Agent that are primarily and directly responsible for the
administration and servicing of the Loan.


 




    	 	- 170 -	 



     


    

 


Section
18.7         Administrative Agent’s Reliance.  Neither
the Administrative Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken
or not taken by it under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence
or willful misconduct in connection with its duties expressly set forth herein or therein.  Without limiting the generality
of the foregoing, the Administrative Agent: may consult with legal counsel (including its own counsel or counsel for Borrower or
any other Borrower Party), independent public accountants and other experts selected by it and shall not be liable for any action
taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.  Neither
the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (a) makes any warranty or representation
to any Lender or any other Person or shall be responsible to any Lender or any other Person for any statement, warranty or representation
made or deemed made by the Borrower, any other Borrower Party or any other Person in or in connection with this Agreement or any
other Loan Document; (b) shall have any duty to ascertain or to inquire as to the performance or observance of any of the terms,
covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this
Agreement or any Loan Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower
or any other Person; (c) shall be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto
or the Property covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the
Lenders in any the Property; (d) shall have any liability in respect of any recitals, statements, certifications, representations
or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered
in connection therewith; and (e) shall incur any liability under or in respect of this Agreement or any other Loan Document by
acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone, telecopy or electronic
mail) believed by it to be genuine and signed, sent or given by the proper party or parties.  The Administrative Agent
may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible
for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct.


 




    	 	- 171 -	 



     


    

 


Section
18.8         Indemnification of Administrative Agent.  Regardless
of whether the transactions contemplated by this Agreement and the other Loan Documents are consummated, each Lender agrees to
indemnify the Administrative Agent (to the extent not reimbursed by Borrower and without limiting the obligation of the Borrower
to do so, if any) pro rata in accordance with such Lender’s respective Percentage Share, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever
which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as Administrative
Agent but not as a “Lender”) in any way relating to or arising out of the Loan Documents, any transaction contemplated
hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable
Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts
to the extent resulting from the Administrative Agent’s gross negligence, willful misconduct, fraud or intentional misrepresentation,
in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however,
that no action taken in accordance with the directions of the Requisite Lenders (or the Requisite Lenders or all of the Lenders,
as applicable, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes
of this Section.  Without limiting the generality of the foregoing, each Lender agrees to reimburse the Administrative
Agent (to the extent not reimbursed by Borrower and without limiting the obligation of Borrower to do so) promptly upon demand
for its Percentage Share of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to the Administrative
Agent) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement
(whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities
of the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan
Documents and/or collect the Debt, any “lender liability” suit or claim brought against the Administrative Agent and/or
the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental
Laws.  Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative
Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt
of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally
determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification.  The
agreements in this Section shall survive the payment of the Loan and all other amounts payable hereunder or under the other Loan
Documents and the termination of this Agreement.  If the Borrower shall reimburse the Administrative Agent for any Indemnifiable
Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section,
the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.


 


Section
18.9         Lender Credit Decision, Etc.  Each Lender
expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents,
counsel, attorneys-in-fact or other affiliates has made any representations or warranties to such Lender and that no act by the
Administrative Agent hereafter taken, including any review of the affairs of Borrower, any other Borrower Party or any Affiliate
of Borrower and/or any Borrower Party, shall be deemed to constitute any such representation or warranty by the Administrative
Agent to any Lender.  Each Lender acknowledges that it has, independently and without reliance upon the Administrative
Agent, any other Lender or counsel to the Administrative Agent, or any of their respective officers, directors, employees, agents
or counsel, and based on the financial statements of Borrower, the other Borrower Parties, and Affiliates of Borrower and/or any
Borrower Party, and inquiries of such Persons, its independent due diligence of the business and affairs of Borrower, the other
Borrower Parties, and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder,
the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own credit and legal
analysis and decision to enter into this Agreement and the transactions contemplated hereby.  Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent, any other Lender or counsel to the Administrative
Agent or any of their respective officers, directors, employees and agents, and based on such review, advice, documents and information
as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under the Loan Documents.  The
Administrative Agent shall not be required to keep itself informed as to the performance or observance by Borrower or any other
Borrower Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or
books of, or make any other investigation of, the Borrower, any other Borrower Party or any Affiliate of Borrower and/or any other
Borrower Party.  Except for notices, reports and other documents and information expressly required to be furnished to
the Lenders by the Administrative Agent under this Agreement or any of the other Loan Documents, the Administrative Agent shall
have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations,
property, financial and other condition or creditworthiness of Borrower, any other Borrower Party or any other Affiliate thereof
which may come into possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact
or other Affiliates.  Each Lender acknowledges that the Administrative Agent’s legal counsel in connection with
the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel
to such Lender except as may otherwise be agreed to in writing between such counsel and such Lender and consented to by Administrative
Agent.


 




    	 	- 172 -	 



     


    

 


Section
18.10         Successor Administrative Agent.  The Administrative
Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and
Borrower.  Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative
Agent, subject to the consent of Borrower (provided no Event of Default has occurred, which consent shall not be unreasonably withheld,
conditioned or delayed).  If no successor Administrative Agent shall have been so appointed in accordance with the immediately
preceding sentence, and shall have accepted such appointment within thirty (30) days after the current Administrative Agent’s
giving of notice of resignation, then the current Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative
Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee.  Upon
the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Administrative
Agent, and the current Administrative Agent shall be discharged from its duties and obligations under the Loan Documents.  After
any Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 18 shall
continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the
Loan Documents.  Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights
and duties under the Loan Documents to any of its affiliates by giving the Borrower and each Lender prior written notice.  Each
prior Administrative Agent will promptly upon request of the successor Administrative Agent and at the sole cost of Lenders execute
and deliver, in recordable form, any assignment or other instrument necessary to give effect to, or evidence, its resignation and
the transfer of its rights and duties in its capacity as the Administrative Agent hereunder.


 


Section
18.11         Titled Parties.  Joint Lead Arrangers assume
no responsibility or obligation hereunder, including, without limitation, for servicing, enforcement or collection of any of the
Loans, or any duties as an agent hereunder for the Lenders.  The title given to the Joint Lead Arranger is solely honorific
and implies no fiduciary responsibility on the part of Joint Lead Arranger to Administrative Agent, any Lender, the Borrower or
any other Borrower Party and the use of such titles does not impose on the Joint Lead Arrangers any duties or obligations greater
than those of any other Lender or entitle the Joint Lead Arrangers to any rights other than those to which any other Lender is
entitled.


 




    	 	- 173 -	 



     


    

 


Section
18.12         Amendment of Administrative Agent’s Duties, Etc.  Subject
to Section 18.18(d), (i) no amendment, waiver or consent unless in writing and signed by Administrative Agent, in addition
to all of the Lenders required hereinabove to take such action, shall affect the rights or duties of Administrative Agent to the
Lenders under this Agreement or any of the other Loan Documents, (ii) no waiver shall extend to or affect any obligation not expressly
waived or impair any right consequent thereon and any amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose set forth therein, and (iii) no course of dealing or delay or omission on the part of the Administrative
Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto.  Except
as otherwise explicitly provided for herein or in any other Loan Document, no notice to or demand upon Borrower shall entitle Borrower
to other or further notice or demand in similar or other circumstances.


 


Section
18.13         Defaulting Lenders.


 


(a)          If
for any reason any Lender (a “Defaulting Lender”) shall (i) fail or refuse to perform any of its obligations
under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such
obligation and such failure continues for seven (7) Business Days after written notice to such Lender from Administrative Agent
in accordance with the terms of this Section 18.13(a) (provided, that, with respect to any such obligation that cannot be
satisfied by the payment of a sum of money, such Lender shall not be deemed a Defaulting Lender unless such failure continues for
seven (7) Business Days after Administrative Agent shall have sent such Lender a second written notice of such Lender’s continuing
failure to perform such obligation in accordance with the terms of this Section 18.13(a)), (ii) become the subject of Bail-In
Action or a proceeding under the Bankruptcy Code or (iii) solely for the purposes of this Section 18.13(a) and not for the
purposes of any other provisions concerning a Defaulting Lender, acquire or have an Affiliate that acquires all or a portion of
any Mezzanine Loan or any direct or indirect ownership interest in any Borrower Party (other than shares of common stock in any
Borrower Party that is publicly traded), then, in addition to the rights and remedies that may be available to the Administrative
Agent or the Borrower under this Agreement or applicable law, such Defaulting Lender’s right to participate in the administration
of the Loan, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent
to or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of Requisite
Lenders, Requisite Lenders or unanimous Lender consent, as applicable, shall be suspended during the pendency of such failure or
refusal or while it is subject of Bail-In Action or a proceeding under the Bankruptcy Code; provided, however, with
respect to any Defaulting Pfandbrief Lender (defined below), so long as such Defaulting Pfandbrief Lender is not otherwise a Defaulting
Lender pursuant to the definition of “Defaulting Lender”, subject to Section 18.5 hereof, (x) such Defaulting Pfandbrief
Lender shall retain its consent rights with respect to the actions set forth in Sections 10.2, 18.4 and 18.18(b) and 18.18(c) hereof
(collectively, the “Defaulting Pfandbrief Lender Consent Actions”) and (y) the portion of the outstanding
principal amount of the Loan allocated to such Defaulting Pfandbrief Lender shall be included for such determination solely with
respect to such Defaulting Pfandbrief Lender Consent Actions. Any notice sent by Administrative Agent to a Lender pursuant to this
Section 18.13(a) shall be sent in accordance with Section 14.1 hereof and shall be marked in bold lettering
with the following language:  “YOUR RESPONSE IS REQUIRED WITHIN THE TIME PERIOD EXPRESSLY SET FORTH HEREIN PURSUANT
TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED (AS ADMINISTRATIVE AGENT), THE BORROWER AND THE LENDERS THERETO”
and the envelope containing such written request shall have been marked “PRIORITY”. The term “Defaulting Pfandbrief
Lender” shall mean a Lender that (I) is a Defaulting Lender solely due to events described in clause (ii) of the first
sentence of this Section 18.13(a) and (II) has added its interest in the Loan into the cover pool for a German Pfandbrief.  


 




    	 	- 174 -	 



     


    

 


(b)          If
for any reason a Lender fails to make timely payment to the Administrative Agent of any amount required to be paid to the Administrative
Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Administrative
Agent or Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be entitled
(i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment
was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction
of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement
or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction
to recover the defaulted amount and any related interest.  Any amounts received by the Administrative Agent in respect
of a Defaulting Lender’s Individual Loan Commitment (other than a Defaulting Pfandbrief Lender) shall not be paid to such
Defaulting Lender and shall be held by the Administrative Agent and paid to such Defaulting Lender upon the Defaulting Lender’s
curing of its default.  Furthermore, a Defaulting Lender shall indemnify and hold harmless Administrative Agent and each
of the other Lenders from any claim, loss, or costs incurred by Administrative Agent and/or the other Lenders as a result of a
Defaulting Lender’s failure to comply with the requirements of this Agreement, including, without limitation, any and all
additional losses, damages, costs and expenses (including, without limitation, attorneys’ fees) incurred by Administrative
Agent and any Lender as a result of and/or in connection with (i) any enforcement action brought by Administrative Agent against
a Defaulting Lender and (ii) any action brought against Administrative Agent and/or Lenders. The indemnification provided above
shall survive any termination of this Agreement.


 




    	 	- 175 -	 



     


    

 


Section
18.14         Participations.


 


(a)          Any
Lender may at any time grant to an affiliate of such Lender, or one or more banks or other financial institutions (each a “Participant”)
participating interests in the portion of the Debt owing to such Lender.  Except as otherwise expressly stated herein,
no Participant shall have any rights or benefits under this Agreement or any other Loan Document.  In the event of any
such grant by a Lender of a participating interest to a Participant, such Lender shall remain responsible for the performance of
its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which any Lender
may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce
the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver
of any provision of this Agreement; provided, however, such Lender may agree with the Participant that it will not,
without the consent of the Participant, agree to (i) increase such Lender’s Individual Loan Commitment, (ii) extend
the date fixed for the payment of principal on the Loan or portions thereof owing to such Lender, or (iii) reduce the rate at which
interest is payable thereon.  An assignment or other transfer which is not permitted by Section 18.15 below shall
be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this Section
18.14.  Subject to paragraph (b) of this Section 18.14, the Borrower agrees that each Participant shall be
entitled to the benefits of Subsections 2.5(b)(iv), (v), (vi), and (vii) to the same extent as if it
were a Lender hereunder and had acquired its interest by assignment pursuant to Section 18.15.  Except as set
forth in Section 18.26 below, no Borrower Party shall be liable or responsible for any costs or expenses incurred by the
Administrative Agent, any Lender, any Participant, or any Affiliate of any of the foregoing in connection with any transaction
contemplated pursuant to this Section 18.14.  Each Lender that sells a participation shall, acting solely for
this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the
Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all
or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s
interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to
the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant
Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant
Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For
the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining
a Participant Register.


 


(b)          A
Participant shall not be entitled to receive any greater payment under Subsection 2.5(b)(iv), (v), (vi),
or (vii) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written consent and such written
consent specifically includes an acknowledgement to the effect that the Participant will be entitled to a greater payment under
the applicable Subsection(s) than the applicable Lender would have been entitled to receive.  A Participant that would
be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.5(b)(iv) unless Borrower is notified
of the participation sold to such Participant and such Participant agrees, for the benefit of Borrower, to comply with Section
2.5(b)(viii) and (x) as though it were a Lender.


 




    	 	- 176 -	 



     


    

 


Section
18.15         Assignments.


 


(a)          Any
Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its
rights and obligations under this Agreement and the Notes; provided, however, (i) unless otherwise waived by Administrative
Agent, any partial assignment shall be in an amount at least equal to $15,000,000 or an integral multiple of $1,000,000 in excess
thereof such that, after giving effect to such assignment, the Assignee shall have an Individual Loan Commitment having an aggregate
outstanding principal balance, of at least $15,000,000, (ii) each such assignment shall be effected by means of an Assignment and
Assumption Agreement, (iii) if the Eligible Assignee is an Existing Lender or an Affiliate of the assigning Lender, the consent
of Administrative Agent shall not be required, (iv) except as set forth in clause (iii) above, no such assignments shall be permitted
without the consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), and (v)
except as set forth in Section 18.26 below, no Borrower Party shall be liable or responsible for any costs or expenses incurred
by the Administrative Agent, any Lender, any Assignee, or any Affiliate of any of the foregoing in connection with any transaction
contemplated pursuant to this Section 18.15.  Upon execution and delivery of such instrument, payment by such
Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee
and receipt of any consent required hereunder, such Assignee shall be deemed to be a Lender party to this Agreement and shall have
all the rights and obligations of a Lender with an Individual Loan Commitment as set forth in such Assignment and Assumption Agreement,
and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or
action by any party shall be required.  Upon the consummation of any assignment pursuant to this Section 18.15
and if requested by the transferee Lender and/or the transferor Lender, the transferor Lender, the Administrative Agent and Borrower
shall make appropriate arrangements so new substitute Notes are issued to the Assignee and such transferor Lender by Borrower,
as appropriate.  In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent
an administrative fee for processing such assignment in the amount of $3,500.00 for the account of Administrative Agent.  Notwithstanding
anything herein to the contrary, no Lender may assign or participate any interest in any Loan held by it hereunder to Borrower,
any other Borrower Party, any Mezzanine Lender or any of their respective affiliates.


 


(b)          The
Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each
Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”).  The entries in the Register shall be conclusive absent manifest
error, and Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for inspection
by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


Section
18.16         Federal Reserve Bank Assignments; German Covered Bonds.  In
addition to the assignments and participations permitted under the foregoing Sections, and without the need to comply with any
of the formal or procedural requirements of the foregoing Sections, any Lender may at any time and from time to time collaterally
assign its interests in all or any portion of its rights under all or any of the Loan Documents without the Administrative Agent’s
consent to (i) a Federal Reserve Bank or (ii) any Person which is a trustee, administrator or receiver (or their respective nominees,
collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued by an eligible German bank
(Pfandbriefbanken), the bondholders (as a collective whole) thereof, or by any other Person otherwise permitted to issue
covered mortgage bonds (Hypothekenpfandbriefe) under German Pfandbrief legislation, as such legislation may be amended and
in effect from time to time, or any successor or substitute legislation; provided that any such Federal Reserve Bank or Person’s
right to be a “Lender” in lieu of the Lender which assigned, pledged or otherwise transferred its interest to such
Person shall be subject to all consents in Section 18.15(a).  No such pledge, assignment or transfer shall release
the assigning Lender from its obligations hereunder.  Borrower shall and shall cause each other Borrower Party (other
than Guarantor) to execute within fifteen (15) Business Days after request therefor is made by Administrative Agent (on behalf
of any Lender), any documents or any amendments, amendments and restatements and/or modifications to any Loan Documents (including,
without limitation, amended, amended and restated, modified and/or additional promissory notes) and/or estoppel certificates reasonably
requested by Agent in order to make the Loan Documents eligible under German Pfandbrief legislation, as such legislation may be
amended and in effect from time to time, or any substitute or successor legislation, provided that in no event shall any such document
or any amendment, amendment and restatement and/or modification and/or estoppel certificate reduce any Borrower Party’s rights
or increase any Borrower Party’s obligations, in either case, other than to a de minimis or ministerial extent.


 




    	 	- 177 -	 



     


    

 


Section
18.17         Information to Assignee, Etc.  Subject in
all events to the provisions of Section 17.11(b), a Lender may furnish any information concerning the Borrower, any other
Borrower Party or any affiliate thereof in the possession of such Lender from time to time to Assignees and Participants (including
prospective Assignees and Participants).


 


Section
18.18         Amendments and Waivers.  


 


(a)          Generally.  Except
as otherwise expressly provided in Section 18.18(b), (i) any consent or approval required or permitted by this Agreement
or in any Loan Document to be given by the Lenders shall be givable, (ii) any term of this Agreement or of any other Loan Document
(other than any fee letter solely between the Borrower and the Administrative Agent) shall be amendable, (iii) the performance
or observance by Borrower or any other Borrower Party of any terms of this Agreement or such other Loan Document (other than any
fee letter solely between the Borrower and the Administrative Agent) shall be waivable and (iv) the acceleration of the maturity
of the Loan shall be rescindable with, but only with, the written consent of the Requisite Lenders (or the Administrative Agent
at the written direction of the Requisite Lenders), and, in the case of an amendment to any Loan Document, the written consent
of each Borrower Party which is party thereto.


 


(b)          Unanimous
Consent.  Notwithstanding the foregoing or anything herein or in the other Loan Documents to the contrary, in addition
to those matters herein and in the other Loan Documents that expressly require the unanimous consent of all of the Lenders, no
amendment, waiver or consent (except with respect to any fee letter solely between the Borrower and Agent regarding fees owed only
to the Administrative Agent) shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent, at the written
direction of the Lenders), but excluding any Defaulting Lender, do any of the following (it being acknowledged for the avoidance
of doubt that all amendments of any Loan Document shall not be effective against any Borrower Party which is a party thereto unless
the same shall be in a writing signed by such Borrower Party):


 


(i)          increase
the Individual Loan Commitments of the Lenders (excluding any increase as a result of an assignment of any Individual Loan Commitments
permitted under Section 18.15 hereof) or subject the Lenders to any additional obligations;


 




    	 	- 178 -	 



     


    

 


(ii)         reduce
the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of the Loans;
provided, however, that Administrative Agent may waive any obligation of Borrower to pay interest at the Default
Rate and/or late charges for periods of up to thirty (30) days, and only the consent of the Requisite Lenders shall be necessary
to waive any obligation of Borrower to pay interest at the Default Rate or late charges thereafter, or to amend the definition
of “Default Rate”;


 


(iii)        reduce
the amount of any fees payable to the Lenders hereunder;


 


(iv)        postpone
any date fixed for any payment of principal and/or interest on the Loan or for the payment of any fees or any other payments due
and payable by Borrower hereunder or under the other Loan Documents;


 


(v)         change
the Percentage Shares (excluding any change as a result of an assignment of any Individual Loan Commitment permitted under Section
18.15 hereof);


 


(vi)        effect
any Securitization of all or any portion of the Loan;


 


(vii)       amend
this Article 18 or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such
definitions affect the substance of this Article 18;


 


(viii)      modify
the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders
required to make any determinations or waive any rights hereunder or to modify any provision hereof;


 


(ix)         consent
to any Sale or Pledge of (except as expressly permitted by the Loan Documents without consent) or consent to any other indebtedness
secured by the Property or consent to any Sale or Pledge of the direct or indirect interest in Borrower (except as expressly permitted
by the Loan Documents without consent);


 


(x)          release
the Guarantor of its obligations under any guaranty entered into by Guarantor (except for such releases as may be required pursuant
to the terms of the Loan Documents);


 


(xi)         release
any Guarantor from its obligations under the Guaranty or any of the other Loan Documents unless expressly permitted pursuant to
the terms hereof or under the other Loan Documents;


 


(xii)        release
any Property unless expressly permitted pursuant to the terms hereof or under the other Loan Documents; or


 


(xiii)       amend
or otherwise waive the requirements of Section 10.2 hereof.


 


Wherever any approval, consent or direction
herein or in any other Loan Document is required by “each Lender” or “Lenders” it shall mean that such
approval, consent or direction must be agreed to by the unanimous consent of all of the Lenders (in each case, other than Defaulting
Lenders).


 




    	 	- 179 -	 



     


    

 


(c)          Requisite
Lender Consent.  Notwithstanding the foregoing or anything herein or in the other Loan Documents to the contrary,
no Event of Default shall be waivable (either generally or in a particular instance and either retroactively or prospectively),
unless in writing, and signed by the Requisite Lenders (or the Administrative Agent, at the written direction of the Requisite
Lenders).


 


(d)          Notwithstanding
the foregoing or anything herein or in the Loan Documents to the contrary, (i) to the extent that this Agreement or the other Loan
Documents condition a consent or approval upon Requisite Lenders’ or unanimous Lenders’ consent, it is agreed to hereunder
that Borrower shall make all requests of such consent and approval of Administrative Agent (notwithstanding that Requisite Lenders’
or unanimous Lenders’ consent is required) and all communication with the Lenders with respect to such matter which Borrower
has made a request shall be to and from the Administrative Agent, (ii) each Borrower Party shall be entitled to rely on any and
all written communications of Administrative Agent with respect to any determinations or elections, exercise of rights and the
granting of any consent, waiver or approval on behalf of the Lenders in all circumstances without the obligation or necessity of
making any inquiry of any of the individual Lenders as to the authority of Administrative Agent with respect to such matter, and
(iii) each Borrower Party shall be entitled to deal with Administrative Agent as the exclusive representative of the Lenders on
all matters.  It is expressly understood that no Borrower Party shall be obligated or have the right to communicate or
interface directly with any Lender or Lenders concerning any consents, approvals, modifications or amendments or waivers hereunder.  The
agreements in this Section shall survive the payment of the Loan and all other amounts payable hereunder or under the other Loan
Documents.


 


Section
18.19         Servicer.  At the option of Administrative
Agent, the Loan may be serviced by a servicer/ trustee selected by Administrative Agent (collectively, the “Servicer”)
and Administrative Agent may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents
to such Servicer pursuant to a servicing agreement between Administrative Agent and such Servicer (the “Servicing Agreement”).  Borrower
shall be responsible for any reasonable set-up fees or any other initial costs relating to or arising under the Servicing Agreement,
and for payment of the monthly servicing fee (the “Servicing Fee”) due to the Servicer under the Servicing Agreement,
provided that such Servicing Fee shall be in an amount customary in the marketplace for commercial mortgage loans similar to the
Loan; provided, however, at no time shall the Servicing Fee exceed a per annum rate equal to 0.01% of the then Outstanding
Principal Balance.


 


Section
18.20         Removal of the Administrative Agent.  The
Requisite Lenders (excluding any portion of the Loan held by the Administrative Agent or any Affiliate thereof) may remove Administrative
Agent at any time in the event of Administrative Agent’s gross negligence, willful misconduct, fraud or intentional misrepresentation,
in each case, in the performance of any of its obligations under this Agreement, or if Administrative Agent becomes a Defaulting
Lender, by giving at least thirty (30) Business Days’ prior written notice and cure period to Administrative Agent, Borrower
and all other Lenders and the appointment by the Requisite Lenders of a successor Administrative Agent in accordance with the provisions
of Section 18.10.  After any Administrative Agent’s removal hereunder as Administrative Agent, the provisions of
this Article 18 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative
Agent under the Loan Documents.  Any removal of an Administrative Agent pursuant to this Section 18.20 shall not in any
way affect such Administrative Agent’s position as a Lender.


 




    	 	- 180 -	 



     


    

 


Section
18.21         Intentionally Omitted.


 


Section
18.22         Loan Pledgees.  In addition to the assignments
and participations permitted under the foregoing Sections, any Lender may at any time, without the Administrative Agent’s
consent, pledge or collaterally assign all of its rights and obligations under this Agreement and the Notes to an Eligible Assignee
in connection with the extension of a credit facility to such Lender that will be secured by such Lender’s interests in the
Loan and other mortgage loans held by such Lender (a “Loan Pledgee”).  Notwithstanding the foregoing,
no Loan Pledgee may take actual title to any Lender’s interests in the Loan that were pledged or collaterally assigned pursuant
to this Section 18.22 unless (i) such Loan Pledgee is an Eligible Assignee at the time it acquires actual title to
such interests, (ii) Administrative Agent shall have received an Assignment and Assumption Agreement with respect to the transfer
of such interests in the Loan that has been executed by such Lender and the Loan Pledgee and (iii) such transfer shall be in compliance
with  all the requirements of Section 18.15.  Upon satisfaction of the conditions in clauses (i)
through (iii) in the preceding sentence, such Loan Pledgee shall be deemed to be a Lender party to this Agreement and shall
have all the rights and obligations of a Lender with an Individual Loan Commitment as set forth in such Assignment and Assumption
Agreement.


 


Section
18.23         Intentionally Omitted.


 


Section
18.24         Surveillance.  At the option of Administrative
Agent, Administrative Agent may engage third party firms to engage in surveillance and re-underwritings of the Loan and to provide
document sharing and virtual data rooms (including, Intralinks).  Other than in connection with the initial closing of
the Loan, Borrower shall not be responsible for any fees in connection therewith.


 


Section
18.25         Intentionally Omitted.


 


Section
18.26         Syndication Costs.  Notwithstanding anything
herein to the contrary, (A) Borrower shall pay all reasonable third party costs and expenses incurred by Administrative Agent or
by any Borrower Party in connection with any sale or other transfer of the Loan (or any portion thereof and/or interest therein)
by Citi and/or one or more of its Affiliates pursuant to this Article 18 occurring prior to the earlier of (i) January 21,
2019 or (ii) the date on which such sale or other transfer under this Article 18 occurs resulting in Citi and/or one or
more of its Affiliates collectively holding an interest in the Loan equal to $100,000,000 or less and (B) thereafter, 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 this Article 18 in connection with any such sale or other transfer other than expenses of Borrower’s
counsel, accountants and consultants.


 




    	 	- 181 -	 



     


    

 


Section
18.27         Tax Efficient Structuring. Each Lender, in its sole
and absolute discretion, shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions)
to mitigate or remove the imposition of Taxes as may be achievable by means of the transfer of its rights and obligations under
this Agreement to another lending office or otherwise as may be agreed by each of the Lenders in each Lender’s sole and absolute
discretion; provided, however, that no Lender shall take any action in connection with the foregoing that has the effect of increasing
any of Borrower’s costs in connection with the Loan, other than to a de minimis extent.  For the avoidance of doubt,
no Lender shall be under any obligation to agree to or to enter into any such transfer, or to agree to or take any other action
pursuant to this Section 18.27, except as such Lender may choose in its sole and absolute discretion.


 


[NO FURTHER
TEXT ON THIS PAGE]


 




    	 	- 182 -	 



     


    

 


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, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	North Tower Mezzanine, LLC,
	 	 	a Delaware limited liability company,
	 	 	its Sole and Managing Member


 


	 	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]


 


	Loan Agreement	333 South Grand Refinance


 




     


     


    

 


	 	LENDERS:
	 	 
	 	CITIBANK, N.A.
	 	 
	 	By:	/s/ Ana Rosu Marmann
	 	 	Name: Ana Rosu Marmann
	 	 	Title: Authorized Signatory
	 	 
	 	Address for notices and Lending Office:
	 	 
	 	Citibank, N.A.
	 	388 Greenwich Street
	 	6th Floor
	 	New York, New York 10013


 


	Loan Agreement	333 South Grand Refinance


 




     


     


    

 


	 	NATIXIS, NEW YORK BRANCH
	 	 
	 	By:	/s/ Bruce Habig
	 	 	Name: Bruce Habig
	 	 	Title: Managing Director
	 	 
	 	By:	/s/ Timothy Bachman
	 	 	Name: Timothy Bachman
	 	 	Title: Executive Director
	 	 
	 	Address for notices and Lending Office:
	 	 
	 	Natixis, New York Branch
	 	1251 Avenue of the Americas
	 	New York, New York 10020
	 	Attention: Real Estate Administration


 


	Loan Agreement	333 South Grand Refinance


 




     


     


    

 


	 	NATIXIS, NEW YORK BRANCH
	 	 
	 	By:	/s/ Bruce Habig
	 	 	Name: Bruce Habig
	 	 	Title: Managing Director
	 	 	 	 
	 	By:	/s/ Timothy Bachman
	 	 	Name: Timothy Bachman
	 	 	Title: Executive Director


 


[SIGNATURES CONTINUE ON NEXT PAGE]


 


	Loan Agreement	333 South Grand Refinance


 




     


     


    

 


	 	LENDER:
	 	 
	 	CHINA CONSTRUCTION BANK 
	 	CORPORATION, NEW YORK 
	 	BRANCH
	 	 
	 	By:	/s/ Jun Bi
	 	 	Name: Jun Bi
	 	 	Title: Deputy General Manager
	 	 
	 	Applicable Lending Office and Address for Notices:
	 	 
	 	1095 Avenue of the Americas, 33rd Floor
	 	New York, New York 10036
	 	Attention: Mitch Chang
	 	Email: mitch.chang@ccbny.com


 


	Loan Agreement	333 South Grand Refinance


 




     


     


    

 


	 	LANDESBANK BADEN-WÜRTTEMBERG,
	 	NEW YORK BRANCH
	 	 
	 	By: 	/s/ LISA KOMM
	 	 	Name: LISA KOMM
	 	 	Title: DIRECTOR
	 	 
	 	By:	/s/ ALEXANDER JOERG
	 	 	Name: ALEXANDER JOERG
	 	 	Title: MANAGIING DIRECTOR
	 	 
	 	Assignee’s Applicable Lending Office and Address for
	 	Notices:
	 	 
	 	Landesbank Baden-Württemberg, New York Branch
	 	280 Park Avenue, 31st Floor, West Building
	 	New York, New York 10017
	 	Attention: Lisa Komm 
	 	Telephone: (212) 584-1761 
	 	Email: Lisa.Komm@LBBWus.com
	 	 
	 	For Notices, copy to:
	 	 
	 	Landesbank Baden-Württemberg 
	 	Risk Management Real Estate North America 3 (5716/H)
	 	Am Hauptbahnhof 2
	 	70173 Stuttgart 
	 	Germany
	 	Attention: Sonja Bredow 
	 	Telephone: +49 (711) 127-74477 
	 	Email: Sonja.Bredow@LBBW.de


  


[SIGNATURES CONTINUE ON NEXT PAGE]


 


	Loan Agreement	333 South Grand Refinance


 




     


     


    

 


	 	JOINT LEAD ARRANGERS:
	 	 
	 	CITIGROUP GLOBAL MARKETS INC.
	 	 
	 	By:	/s/ Ana Rosu Marmann
	 	 	Name: Ana Rosu Marmann
	 	 	Title: Authorized Signatory


 


	Loan Agreement	333 South Grand Refinance


 




     


     


    

 


	 	NATIXIS, NEW YORK BRANCH
	 	 
	 	By:	/s/ Bruce Habig
	 	 	Name: Bruce Habig
	 	 	Title: Managing Director
	 	 
	 	By:	/s/Timothy Bachman
	 	 	Name: Timothy Bachman
	 	 	Title: Executive Director


 


	 	Address for notices and Lending Office:
	 	 
	 	Natixis, New York Branch
	 	1251 Avenue of the Americas
	 	New York, New York 10020
	 	Attention: Real Estate Administration


 


[SIGNATURES CONTINUE ON NEXT PAGE]


 


	Loan Agreement	333 South Grand Refinance


 




     


     


    

 


	 	ADMINISTRATIVE AGENT:
	 	 
	 	CITIBANK, N.A.
	 	 
	 	By:	/s/ Ana Rosu Marmann
	 	 	Name: Ana Rosu Marmann
	 	 	Title: Authorized Signatory


 


	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


 


INDIVIDUAL
LOAN COMMITMENT/


PRO RATA
SHARE


 


	LENDER	INDIVIDUAL LOAN	PRO RATA
	 	COMMITMENT	SHARE
	 	 	 
	CITIBANK, N.A.	$170,000,000.00



	42.50%




	 	 	 
	NATIXIS, NEW YORK BRANCH	$105,000,000.00



	26.25%




	 	 	 
	
        CHINA CONSTRUCTION BANK CORPORATION, NEW YORK BRANCH
	$70,000,000.00



	17.5%
	 	 	 
	
        LANDESBANK BADEN- WÜRTTEMBERG, NEW YORK BRANCH
	$55,000,000.00



	13.75%


 




     


     


    

 


SCHEDULE
VII


 


DISCLOSURES


 


NONE


 




     


     


    

 


SCHEDULE
VIII


 


UNFUNDED
OBLIGATIONS


 




     


     


    

 















































SCHEDULE
IX


 


Permitted
Alterations Project Description


 


Brookfield
is actively under construction in connection with the revitalization of the retail offerings directly serving 333 South Grand and
355 South Grand. Conceptually, Brookfield seeks to re-tenant the atrium in a manner which serves the 6 million sf of directly adjacent
office users. To that end, Brookfield will seek amenity and food services which will activate the neighborhood and create a vibrant
and contemporary environment. Additional services may include a bike room, a health and wellness center, and a tenant lounge replete
with an outdoor roof deck and F&B component available to the tenants of the building.


 


A budget
for the proposed work described herein appears on the following page.


 




     


     


    

 





EXHIBIT
A


 


[Form of Notice Letter - Tenants]


 


___________, 20[__]


 


[TENANT]


 


		Re:	[Describe Lease] (the “Lease”)



 


To Whom it May Concern:


 


A new cash management
system has been adopted in connection with our loan from [_________________], its successors and/or assigns (“Lender”).
Consequently, from and after the date of this letter, all payments due under the Lease should be delivered as follows:


 


		(i)	If by check, money order, or its equivalent, please mail such items to:



 


	 	[INSERT RESTRICTED ACCT. INFO]
	 	 
	 	 
	 	 
	 	 
	Attention:	 
	 	 
	Facsimile No.:	 


 


(ii)         If
by wire transfer to:


 


[INSERT RESTRICTED
ACCT. INFO]


 


	Payee:	 
	 	 
	ABA Routing #:	 
	 	 
	For Account:	 
	 	 
	Account #:	 
	 	 
	Bank Contact:	 


 


This payment direction
may not be rescinded or altered, except by a written direction signed by Lender or its agent.


 




     


     


    

 


We appreciate your
cooperation.


 


	 	Very truly yours,
	 	 
	 	BORROWER:
	 	 
	 	[_________________________________]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


EXHIBIT
B


 


Atrium Parcel


 


(attached hereto)


 




     


     


    

 


 




     


     


    

 


 




     


     


    

 


 




     


     


    

 


EXHIBIT C


 


Form of Assignment and Assumption Agreement


 


ASSIGNMENT AND ASSUMPTION
AGREEMENT, dated as of __________, 201__, among [NAME OF ASSIGNING BANK]. (“Assignor”),
[NAME OF ASSIGNEE] (“Assignee”), [NAME OF BORROWER, a _____________________ (“Borrower”)]
and [NAME OF ADMINISTRATIVE AGENT], as administrative agent for Lenders, as defined below (in such capacity, together with its
successors in such capacity, “Administrative Agent”).


 


PRELIMINARY STATEMENT


 


1.          This
Assignment and Assumption Agreement (this “Agreement”) relates to the Loan Agreement (as the same may be amended
from time to time, the “Loan Agreement”) dated _____________ 201[_] among (“Borrower”), the
lender(s) party thereto (each a “Lender” and, collectively, “Lenders”), [_________________]
and [_____________________] as joint lead arranger and Administrative Agent. All capitalized terms not otherwise defined herein
shall have the respective meanings set forth in the Loan Agreement.


 


2.          Subject
to the terms and conditions set forth in the Loan Agreement, Assignor has made an Individual Loan Commitment to Borrower in an
aggregate principal amount of $______________ (“Assignor’s Individual Loan Commitment”).


 


3.          The
aggregate outstanding principal amount under Assignor’s Individual Loan Commitment at the commencement of business on the
date hereof is $_______________.


 


4.          Assignor
desires to assign to Assignee all of the rights of Assignor under the Loan Agreement in respect of a portion of Assignor’s
Individual Loan Commitment and the loan made pursuant thereto, such portion being in an amount equal to $_______________ (the “Assigned
Loan and Commitment”), of which $_______________ is currently outstanding and Assignee desires to accept assignment of
such rights and assume the corresponding obligations from Assignor on such terms.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:


 


SECTION 1. Assignment.
Assignor hereby assigns and sells to Assignee all of the rights of Assignor under the Loan Agreement in and to the Assigned Loan
and Commitment, and Assignee hereby accepts such assignment from Assignor and assumes all of the obligations of Assignor under
the Loan Agreement with respect to the Assigned Loan and Commitment. Upon the execution and delivery hereof by Assignor, Assignee,
Administrative Agent (and, if applicable, Borrower), and the payment of the amount specified in Section 2 hereof required
to be paid on the date hereof, (1) Assignee shall, as of the commencement of business on the date hereof, succeed to the rights
and obligations of a Lender under the Loan Agreement with an Individual Loan Commitment in an amount equal to the Assigned Loan
and Commitment and (2) the Individual Loan Commitment of Assignor shall, as of the commencement of business on the date hereof,
be reduced correspondingly and Assignor released from its obligations under the Loan Agreement to the extent such obligations have
been assumed by Assignee. Assignor represents and warrants that it (x) owns the Assigned Loan and Commitment free and clear of
all liens and other encumbrances and (y) is legally authorized to enter into and perform this Agreement. Except as provided in
the immediately preceding sentence, the assignment provided for herein shall be without representation or warranty by, or recourse
to, Assignor.


 




     


     


    

 


SECTION 2. Payments.
As consideration for the assignment and sale contemplated in Section 1 hereof, Assignee shall pay to Assignor on the date
hereof, in immediately available funds, an amount equal to the outstanding principal amount under the Assigned Loan and Commitment
recited in paragraph 4 of the Preliminary Statement above. Each of Assignor and Assignee hereby agrees that if it receives
any amount under the Loan Agreement which is for the account of the other party hereto, it shall receive the same for the account
of such other party to the extent of such other party’s interest therein and shall promptly pay the same to such other party.


 


SECTION 3. Consents;
Execution and Delivery of Note. This Agreement is conditioned upon the consent of Administrative Agent pursuant to Section
18.15 of the Loan Agreement. The execution of this Agreement by Borrower (if required) and Administrative Agent is evidence of
this consent. Pursuant to Section 18.15 of the Loan Agreement, Borrower has agreed to execute and deliver Notes payable to Assignee
and Assignor to evidence the assignment and assumption provided for herein. Assignee has designated as its Lending Office, and
as its address for notices, the office identified as such below.


 


SECTION 4. Non-Reliance
on Assignor. Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect
to, the solvency, financial condition, or statements of Borrower or any other party to any Loan Document, or the validity and enforceability
of the obligations of Borrower or any other party to a Loan Document in respect of the Loan Agreement or any other Loan Document.
Assignee acknowledges that it has, independently and without reliance on Assignor, and based on such documents and information
as it has deemed appropriate, made its own analysis of the collateral for the Loan, credit analysis of the Borrower Parties and
decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the collateral
for the Loan and of the business, affairs and financial condition of Borrower and the other parties to the Loan Documents.


 


SECTION 5. Governing
Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York
(without giving effect to New York’s principles of conflicts of law).


 


SECTION 6. Counterparts.
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.


 


SECTION 7. Certain
Representations and Agreements by Assignee. Assignee represents that it is legally authorized to enter into and perform this
Agreement. In addition, Assignee hereby represents that it is entitled to receive any payments to be made to it under the Loan
Agreement or hereunder without the withholding of any tax and agrees to furnish the evidence of such exemption as specified therein
and otherwise to comply with the provisions of Section 2.5(b) of the Loan Agreement.


 




     


     


    

 


[NO FURTHER TEXT ON THIS PAGE]


 




     


     


    

 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above
written.


 


	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Assignee’s Applicable Lending Office and
	 	Address for Notices
	 	 
	 	[Assignee]
	 	[Address]
	 	Attention:
	 	Telephone: (___)
	 	 
	 	Name:
	 	Title:
	 	 
	 	[NAME OF ADMINISTRATIVE AGENT]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


EXHIBIT D


 


Form of Promissory Note


 


(see attached)


 




     


     


    

 


Loan No. [_____]


 


PROMISSORY NOTE  


 


 $[_________ .00]




[______] [__], 2018


 


FOR VALUE RECEIVED, NORTH
TOWER, LLC, a Delaware limited liability company, as maker, having its principal place of business at c/o Brookfield Office
Properties Inc., Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 (“Borrower”), as maker, hereby
unconditionally promises to pay to the order of CITIBANK, N.A., having an address at 388 Greenwich Street, 6th
Floor, New York, New York 10013 (together with its successors and/or assigns, “Lender”), or at such other place
as the holder hereof may from time to time designate in writing, the principal sum of [_________________________] MILLION AND NO/100
DOLLARS ($[_________].00), in lawful money of the United States of America, or so much thereof as is advanced pursuant to that
certain Loan Agreement dated of even date herewith among Borrower, the lenders party thereto (collectively, together with their
respective successors and/or assigns, the “Lenders”), Citigroup Global Markets Inc., as lead arranger, and Citibank,
N.A., as administrative agent for the Lenders (in such capacity, together with its successors and/or assigns in such capacity,
the “Administrative Agent”) (as the same may be amended, restated, replaced, supplemented or otherwise modified
from time to time, the “Loan Agreement”)  with interest thereon to be computed from the date of this
Promissory Note (as the same may be amended, modified, supplemented, restated and replaced from time to time, this “Note”)
at the Interest Rate, and to be paid in accordance with the terms of this Note. All capitalized terms not defined herein shall
have the respective meanings set forth in the Loan Agreement.


 


ARTICLE 1:  PAYMENT TERMS 


 


Borrower agrees to pay
the principal sum of this Note and interest on the unpaid principal sum of this Note from time to time outstanding at the rates
and at the times specified in Article 2 of the Loan Agreement and the outstanding balance of the principal sum of this Note and
all accrued and unpaid interest thereon shall be due and payable on the Maturity Date.


 


ARTICLE 2:  DEFAULT AND ACCELERATION



 


The Debt shall without
notice become immediately due and payable at the option of Lender upon the occurrence and during the continuance of any Event of
Default in accordance with Section 10.2 of the Loan Agreement.  


 


ARTICLE 3:  LOAN DOCUMENTS 


 


This Note is secured
by the Security Instrument and the other Loan Documents.  All of the terms, covenants and conditions contained in the
Loan Agreement, the Security Instrument and the other Loan Documents are hereby made part of this Note to the same extent and with
the same force as if they were fully set forth herein.  In the event of a conflict or inconsistency between the terms
of this Note and the Loan Agreement, the terms and provisions of the Loan Agreement shall govern.


 




     


     


    

 


ARTICLE 4:  SAVINGS CLAUSE 


 


Notwithstanding anything
to the contrary contained herein, (a) all agreements and communications between Borrower and Lender are hereby and shall automatically
be limited so that, after taking into account all amounts deemed to constitute interest, the interest contracted for, charged or
received by Lender shall never exceed the Maximum Legal Rate, (b) in calculating whether any interest exceeds the Maximum Legal
Rate, all such interest shall be amortized, prorated, allocated and spread over the full amount and term of all principal indebtedness
of Borrower to Administrative Agent for the benefit of the Lenders, and (c) if through any contingency or event, Administrative
Agent, for the benefit of the Lenders, receives or is deemed to receive interest in excess of the Maximum Legal Rate, any such
excess shall be deemed to have been applied toward the payment of the principal of any and all then outstanding indebtedness of
Borrower to Administrative Agent, for the benefit of the Lenders, or if there is no such indebtedness, shall immediately be returned
to Borrower.


 


ARTICLE 5:  NO ORAL CHANGE 


 


This Note may not be
modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower,
Lender or Administrative Agent, but only by an agreement in writing signed by the party against whom enforcement of any modification,
amendment, waiver, extension, change, discharge or termination is sought.


 


ARTICLE 6:  WAIVERS 


 


To the extent permitted
by applicable law, Borrower and all others who may become liable for the payment of all or any part of the Debt do hereby jointly
and severally waive presentment and demand for payment, notice of dishonor, notice of intention to accelerate, notice of acceleration,
protest and notice of protest and non-payment and all other notices of any kind (except as expressly provided for in the Loan Documents).  To
the extent permitted by applicable law, no release of any security for the Debt or extension of time for payment of this Note or
any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the other Loan
Documents made by agreement between Lender, Administrative Agent or any other Person shall release, modify, amend, waive, extend,
change, discharge, terminate or affect the liability of Borrower or any other Person who may become liable for the payment of all
or any part of the Debt under this Note, the Loan Agreement or the other Loan Documents.  To the extent permitted by
applicable law, no notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right
of Administrative Agent to take further action without further notice or demand as provided for in this Note, the Loan Agreement
or the other Loan Documents.  If Borrower is a partnership or limited liability company, the agreements herein contained
shall remain in force and be applicable, notwithstanding any changes in the individuals comprising the partnership or limited liability
company, and the term “Borrower,” as used herein, shall include any alternate or successor partnership or limited liability
company, but any predecessor partnership or limited liability company and their partners or members shall not thereby be released
from any liability, other than in accordance with the applicable terms and conditions of the Loan Documents.  If Borrower
is a corporation, the agreements contained herein shall remain in full force and be applicable notwithstanding any changes in the
shareholders comprising, or the officers and directors relating to, the corporation, and the term “Borrower,” as used
herein, shall include any alternative or successor corporation, but any predecessor corporation shall not be released from any
liability hereunder, other than in accordance with the applicable terms and conditions of the Loan Documents.  (Nothing
in the foregoing sentence shall be construed as a consent to, or a waiver of, any prohibition or restriction on transfers of interests
in such partnership, limited liability company or corporation, which may be set forth in the Loan Agreement, the Security Instrument
or any other Loan Document.)


 




    	 	- 2 -	 



     


    

 


ARTICLE 7:  TRANSFER 


 


Upon the transfer of
this Note in accordance with the terms of the Loan Agreement, Borrower hereby waiving notice of any such transfer, except as expressly
required under the Loan Agreement, Administrative Agent may deliver all the collateral mortgaged, granted, pledged or assigned
pursuant to the Loan Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein
or under applicable law given to Lender and Administrative Agent with respect thereto, and Lender and Administrative Agent shall
thereafter forever be relieved and fully discharged from any liability or responsibility in the matter; but Lender and Administrative
Agent shall retain all rights hereby given to it with respect to any liabilities and the collateral not so transferred.


 


ARTICLE 8:  EXCULPATION 


 


The provisions of Article 13 of the Loan Agreement
are hereby incorporated by reference into this Note to the same extent and with the same force as if fully set forth herein.


 


ARTICLE 9:  GOVERNING LAW 


 


The governing law and related provisions contained
in Section 17.2 of the Loan Agreement are hereby incorporated by reference as if fully set forth herein.


 


ARTICLE 10:  NOTICES 


 


All notices or other written communications
hereunder shall be delivered in accordance with Article 14 of the Loan Agreement.


 


ARTICLE 11:  LIABILITY 


 


If Borrower consists of more than one Person,
the obligations and liabilities of each such Person shall be joint and several.  


 


ARTICLE 12:  LOST NOTE 


 


The provisions regarding replacement documents
contained in Section 15.1 of the Loan Agreement are hereby incorporated by reference as if fully set forth herein.


 


[NO FURTHER TEXT ON THIS PAGE]


 




    	 	- 3 -	 



     


    

 


IN WITNESS WHEREOF, Borrower has duly
executed this Note as of the day and year first above written.


 


	 	BORROWER:
	 	 
	 	[___________________________]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


EXHIBIT E


 


Form of Subordination, Non-Disturbance
And Attornment Agreement


 


(see attached)


 




     


     


    

 


RETURN TO:


 


______________________________


______________________________


______________________________


______________________________


 


SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT


 


THIS SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT (hereinafter referred to as “Agreement”) made this ___ day of _______________,
_______, among ______________________________ (together with its successors, assigns, designees and/or nominees, collectively hereinafter
referred to as “Lender”), ______________________________ (hereinafter referred to as “Tenant”),
and ___________________________, a _______________ (hereinafter referred to as “Landlord”).


 


RECITALS:


 


A.           Tenant
is the tenant and lessee under a certain ____________________, as amended by_____________________ (as the same may now or hereafter
be amended, restated, replaced or otherwise modified, collectively, the “Lease”) relating to the premises described
in the Lease (hereinafter referred to as the “Premises”), located at the real property more particularly described
on Exhibit A attached hereto (hereinafter referred to as the “Property”).


 


B.           Lender
has made or will make a loan to Landlord (hereinafter referred to as the “Loan”), which such Loan is (i) secured
by a deed of trust, mortgage or security deed (as the same may be amended, restated, extended, or otherwise modified from time
to time, the “Mortgage”) and an assignment of leases and rents (as the same may be amended, restated, extended,
or otherwise modified from time to time, the “Assignment of Leases”), in each case, from Landlord to Lender
covering the Property including the Premises and (ii) evidenced by certain other documents and instruments by and among Lender
and Landlord, among others (the same, together with the Mortgage and Assignment of Leases, collectively, the “Loan Documents”).


 


C.           Tenant
has agreed that the Lease shall be subject and subordinate to the Loan and Loan Documents, provided Tenant is assured of continued
occupancy of the Premises under the terms of the Lease.


 


NOW, THEREFORE, for
and in consideration of the mutual covenants herein contained, the sum of Ten Dollars ($10.00) and other good and valuable considerations,
the receipt and sufficiency of which are hereby acknowledged, and notwithstanding anything in the Lease to the contrary, it is
hereby agreed as follows:


 




     


     


    

 


1.          Subordination
and Consent. Lender, Tenant and Landlord do hereby covenant and agree that the Lease with all rights, options, liens and charges
created thereby (including, without limitation, any option or rights contained in the Lease, or otherwise existing, to acquire
any or all of the Premises, or any superior leasehold interest therein), is and shall continue to be subject and subordinate in
all respects to the lien and terms of the Loan Documents, and to any renewals, modifications, consolidations, replacements and
extensions thereof and to all advancements made thereunder. Tenant acknowledges that Landlord will execute and deliver to Lender
an assignment of the Lease as security for the Loan, and Tenant hereby expressly consents to such assignment. Tenant agrees that
if there is a default by Landlord in the performance and observance of any of the terms of such Loan, Lender may, at its option,
demand all rents due under the Lease be paid by Tenant directly to Lender at the address specified below, or as otherwise specified
by Lender. Tenant agrees that upon Lender’s written request for payment of rent directly to Lender, Tenant will timely remit
any and all payments due under the Lease directly to, and payable to the order of, Lender. Such payments to Lender will constitute
performance of Tenant’s payment obligations under the Lease.


 


2.          Non-Disturbance.
Lender does hereby agree with Tenant that, in the event Lender succeeds to Landlord’s interest in the Premises by foreclosure,
conveyance in lieu of foreclosure or otherwise, so long as Tenant complies with and performs its obligations under the Lease, (a)
the Lease shall continue in full force and effect as a direct Lease between Lender and Tenant, upon and subject to all of the terms,
covenants and conditions of the Lease, for the balance of the term of the Lease, and Lender will not disturb the possession of
Tenant, and (b) the Premises shall be subject to the Lease and Lender shall recognize Tenant as the tenant of the Premises for
the remainder of the term of the Lease in accordance with the provisions thereof; provided, however, that Lender shall not be:


 


(i)          subject
to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord);


 


(ii)         liable
for any act or omission of any prior landlord (including Landlord);


 


(iii)        bound
by any rent or additional rent which Tenant might have paid for more than the current month or any security deposit or other prepaid
charge paid to any prior landlord (including Landlord);


 


(iv)        bound
by any amendment or modification of the Lease made without its written consent; or


 


(v)         liable
for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred
to Lender.


 


Nothing contained herein
shall prevent Lender from naming Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant to the Loan
Documents to the extent necessary under applicable law in order for Lender to avail itself of and complete the foreclosure or other
remedy. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or
otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant
has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the
lien and terms of the Loan Documents and is hereby waived and released as against Lender.


 




     


     


    

 


3.          Attornment.
Tenant does hereby agree with Lender that, in the event Lender becomes the owner of the Property by foreclosure, conveyance in
lieu of foreclosure or otherwise, then Tenant shall attorn to and recognize Lender as the landlord under the Lease for the remainder
of the term thereof, and Tenant shall perform and observe its obligations thereunder, subject only to the terms and conditions
of the Lease. Tenant further covenants and agrees to execute and deliver upon request of Lender an appropriate agreement of attornment
to Lender and any subsequent titleholder of the Premises.


 


4.          Lease
Defaults. In the event Landlord shall fail to perform or observe any of the terms, conditions or agreements in the Lease, Tenant
shall give written notice thereof to Lender and Lender shall have the right (but not the obligation) to cure such default. Tenant
shall not take any action with respect to such default under the Lease, including without limitation any action in order to terminate,
rescind or avoid the Lease or to withhold any rent or other monetary obligations thereunder, for a period of thirty (30) days following
receipt of such written notice by Lender; provided, however, that in the case of any default which cannot with diligence be cured
within said thirty (30) day period, if Lender shall proceed promptly to cure such default and thereafter prosecute the curing of
such default with diligence and continuity, the time within which such default may be cured shall be extended for such period as
may be necessary to complete the curing of such default with diligence and continuity.


 


5.          Obligations
and Liability of Lender. Lender shall have no obligations nor incur any liability with respect to any warranties of any nature
whatsoever, whether pursuant to the Lease or otherwise, including, without limitation, any warranties respecting use, compliance
with zoning, hazardous wastes or environmental laws, Landlord’s title, Landlord’s authority, habitability, fitness
for purpose or possession. Furthermore, in the event that Lender shall acquire Landlord’s interest in the Property, Lender
shall have no obligation, nor incur any liability, beyond Lender’s then equity interest, if any, in the Property, and Tenant
shall look exclusively to such equity interest of Lender, if any, in the Property for the payment and discharge of any obligations
or liability imposed upon Lender hereunder, under the Lease (or under any new lease with Tenant), and Lender is hereby released
and relieved of any other obligations or liability hereunder, under the Lease or under any such new lease. Lender shall not, either
by virtue of the Loan Documents or this Agreement, be or become a mortgagee in possession or be or become subject to any liability
or obligation under the Lease or otherwise until Lender shall have acquired the Landlord’s interest in the Property and then
such liability or obligation of Lender under the Lease (as modified by the terms of this Agreement) shall extend only to those
liability or obligations accruing subsequent to the date that Lender has acquired Landlord’s interest in the Property. Without
limiting the generality of the foregoing, neither the Loan Documents nor this Agreement shall, prior to Lender’s acquisition
of Landlord’s interest in the Property, operate to place responsibility for the control, care, management or repair of the
Property upon Lender or impose upon Lender responsibility for the carrying out of any of the terms or conditions of the Lease,
and Lender shall not be responsible or liable for any waste committed on either the Premises or the Property by any party whatsoever,
for any dangerous or defective condition of the Property or for any negligence in the management, upkeep, repair or control of
either the Premises or the Property.


 


6.          Severability.
If any portion or portions of this Agreement shall be held invalid or inoperative, then all of the remaining portions shall remain
in full force and effect, and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion
or portions held to be invalid or inoperative.


 




     


     


    

 


7.          Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of ___________.


 


8.          Notices.
So long as the Mortgage remains outstanding and unsatisfied, Tenant will mail or deliver to Lender, at the address and in the manner
hereinbelow provided, a copy of all notices permitted or required to be given to the Landlord by Tenant under and pursuant to the
terms and provisions of the Lease. All notices or other communications required or permitted to be given pursuant to the provisions
hereof shall be in writing and shall be considered as properly given if (i) mailed to the addressee by first class United States
mail, postage prepaid, registered or certified with return receipt requested, (ii) by delivering same in person to the addressee,
or (iii) by delivery to a third party commercial delivery service for same day or next day delivery to the office of the addressee
with proof of delivery. Notice so given shall be effective, as applicable, upon (i) the third (3rd) day following the day such
notice is deposited with the U.S. Postal Service, (ii) delivery to the addressee, or (iii) upon delivery to such third party delivery
service. Notice given in any other manner shall be effective only if and when received by the addressee. For purposes of notice,
the addresses of the parties shall be:


 


		Lender:	____________________________________

____________________________________

____________________________________

____________________________________



 


		Landlord:	____________________________________

____________________________________

____________________________________

____________________________________



 


		Tenant:	____________________________________

____________________________________

____________________________________

____________________________________



 


Notwithstanding the
foregoing, any party shall have the right to change its address for notice hereunder to any other location within the continental
United States by the giving of thirty (30) days’ notice to the other parties in the manner set forth herein.


 


9.          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,
legal representatives, successors, successors-in-title and assigns. Without limitation of any provision contained herein, as used
herein, the term (i) “landlord” refers to Landlord and to any successor to the interest of Landlord under the Lease
and (ii) “Lender” refers to Lender and to any assignee of the note secured by the Mortgage and Lender’s servicer
of the Loan, if any.


 


10.         Tenant’s
Personal Property. In no event shall the Mortgage cover or encumber (and shall not be construed as subjecting in any manner
to the lien thereof) any of Tenant’s moveable trade fixtures, business equipment, furniture, signs or other personal property
at any time placed on or about the Premises.


 




     


     


    

 


11.         Counterparts.
This Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but
all of which when taken together shall constitute one and the same instrument.


 


12.         Headings.
The headings, captions, and arrangements used in this Agreement are for convenience only and shall not affect the interpretation
of this Agreement.


 


[SIGNATURE
PAGE FOLLOWS]


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement under seal as of the date first above written.


 


	 	LENDER:
	 	 
	 	 
	 	a 	 
	 	 
	 	By:	 
	 	 	its Authorized Signatory
	 	 
	 	TENANT:
	 	 
	 	 
	 	a 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	LANDLORD:
	 	 
	 	 
	 	a 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


	 	__________________, as guarantor of the obligations of Tenant under the Lease, has executed this Agreement under seal for the purpose of acknowledging and consenting to the same.
	 	 
	 	GUARANTOR:
	 	 
	 	 
	 	a 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


	STATE OF	§
	 	§
	COUNTY OF	§


 


This instrument was
acknowledged before me on the ____ day of ________________, _________, by __________________, ___________________ of ________________________,
a ________________________________, on behalf of said _________________.


 


[SEAL]


 


	 	Notary Public - State of _______
	My Commission Expires:	 
	 	 
	_____________________	Printed Name of Notary Public


 


	STATE OF ____________	§
	 	§
	COUNTY OF __________	§


 


This instrument was
ACKNOWLEDGED before me on _______________, __________, by _________________________________________, as _______________________________
of _________________________________________, a _________________________, on behalf of said ____________________.


 


[SEAL]


 


	 	Notary Public - State of _______
	My Commission Expires:	 
	 	 
	_____________________	Printed Name of Notary Public


 




     


     


    

 





	STATE OF ____________	§
	 	§
	COUNTY OF __________	§


 


This instrument was
ACKNOWLEDGED before me on _______________, __________, by _________________________________________, as _______________________________
of _________________________________________, a _________________________, on behalf of said ____________________.


 


[SEAL]


 


	 	Notary Public - State of _______
	My Commission Expires:	 
	 	 
	_____________________	Printed Name of Notary Public