Exhibit 10.5


 


MEZZANINE LOAN AGREEMENT


 


between


 


EYP MEZZANINE, LLC, a Delaware limited
liability company,


 


as Borrower


 


and


 


RVP MEZZ DEBT 1 LLC, a Delaware limited
liability company


 


as Lender


 


Entered into as of March 29, 2018


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE 1.  DEFINITIONS	1
	 	 	 
	1.1	DEFINED TERMS	1
	1.2	SCHEDULES AND EXHIBITS INCORPORATED	20
	1.3	PRINCIPLES OF CONSTRUCTION	20
	 	 	 
	ARTICLE 2.  LOAN	21
	 	 	 
	2.1	LOAN	21
	2.2	INTENTIONALLY OMITTED	21
	2.3	LOAN DOCUMENTS	21
	2.4	EFFECTIVE DATE	21
	2.5	MATURITY DATE	21
	2.6	INTEREST ON THE LOAN; LOAN PAYMENT; LATE FEES	21
	2.7	PAYMENTS	23
	2.8	FULL REPAYMENT AND RECONVEYANCE	25
	2.9	INTENTIONALLY OMITTED	25
	2.10	INTENTIONALLY OMITTED	25
	2.11	TAXES; FOREIGN LENDERS	25
	2.12	ADDITIONAL COSTS; CAPITAL ADEQUACY	29
	2.13	COMPENSATION	32
	2.14	TREATMENT OF AFFECTED LOANS	32
	2.15	INTENTIONALLY OMITTED	32
	2.16	iNTENTIONALLY OMITTED	32
	 	 	 
	ARTICLE 3.  DISBURSEMENT	32
	 	 	 
	3.1	CONDITIONS PRECEDENT	32
	3.2	ACCOUNT, PLEDGE AND ASSIGNMENT	35
	3.3	FUNDS TRANSFER DISBURSEMENTS	36
	 	 	 
	ARTICLE 4.  AFFIRMATIVE COVENANTS	36
	 	 	 
	4.1	PRESERVATION OF EXISTENCE AND SIMILAR MATTERS	36
	4.2	COMPLIANCE WITH APPLICABLE LAW	37
	4.3	MAINTENANCE OF PROPERTY	37
	4.4	PAYMENT OF TAXES AND CLAIMS	37
	4.5	INSPECTIONS	38
	4.6	USE OF PROCEEDS	38
	4.7	MATERIAL CONTRACTS	38
	4.8	DAMAGES; INSURANCE AND CONDEMNATION PROCEEDS	38
	4.9	Restoration	39
	4.10	Rights of Lender	39
	4.11	THE IMPROVEMENTS	39
	 	 	 
	ARTICLE 5.  INSURANCE	40
	 	 	 
	5.1	REQUIRED INSURANCE	40
	5.2	INTENTIONALLY OMITTED	40


 




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TABLE OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	ARTICLE 6.  REPRESENTATIONS AND WARRANTIES	40
	 	 	 
	6.1	AUTHORITY/ENFORCEABILITY	40
	6.2	BINDING OBLIGATIONS	41
	6.3	FORMATION AND ORGANIZATIONAL DOCUMENTS	41
	6.4	NO VIOLATION	41
	6.5	COMPLIANCE WITH LAWS	41
	6.6	LITIGATION	41
	6.7	FINANCIAL CONDITION	42
	6.8	NO MATERIAL ADVERSE CHANGE	42
	6.9	SURVEY	42
	6.10	ACCURACY	42
	6.11	TAX LIABILITY	42
	6.12	TITLE TO ASSETS; NO LIENS	43
	6.13	MANAGEMENT AGREEMENT	43
	6.14	UTILITIES	43
	6.15	FEDERAL RESERVE REGULATIONS	43
	6.16	LEASES	44
	6.17	BUSINESS LOAN	44
	6.18	PHYSICAL CONDITION	44
	6.19	FLOOD ZONE	44
	6.20	CONDEMNATION	44
	6.21	NOT A FOREIGN PERSON	45
	6.22	SEPARATE LOTS	45
	6.23	AMERICANS WITH DISABILITIES ACT COMPLIANCE	45
	6.24	ERISA	45
	6.25	INVESTMENT COMPANY ACT	45
	6.26	OFAC	45
	6.27	SOLVENCY	46
	6.28	ASSESSMENTS	46
	6.29	USE OF PROPERTY	46
	6.30	NO OTHER OBLIGATIONS	46
	6.31	REA Representations	46
	6.32	Co-Ownership Agreement Representations	46
	6.33	Mortgage Loan	47
	6.34	AFFILIATE DEBT	47
	6.35	LABOR	47
	6.36	ANTI-CORRUPTION LAWS AND SANCTIONS	47
	6.37	MORTGAGE LOAN REPRESENTATIONS	48
	6.38	DISREGARDED ENTITY Status	48
	6.39	CODE REGULATIONS	48
	 	 	 
	ARTICLE 7.  HAZARDOUS MATERIALS	48
	 	 	 
	7.1	SPECIAL REPRESENTATIONS AND WARRANTIES	48
	7.2	HAZARDOUS MATERIALS COVENANTS	49
	7.3	INSPECTION BY LENDER	50
	7.4	HAZARDOUS MATERIALS INDEMNITY	50
	7.5	LEGAL EFFECT	51
	7.6	ENVIRONMENTAL IMPAIRMENT	51


 




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TABLE OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	ARTICLE 8.  CASH MANAGEMENT	51
	 	 	 
	8.1	DEPOSIT ACCOUNT AGREEMENT	51
	8.2	security interest	52
	 	 	 
	ARTICLE 9.  ADDITIONAL COVENANTS OF BORROWER	52
	 	 	 
	9.1	EXPENSES	52
	9.2	ERISA COMPLIANCE	53
	9.3	LEASING	53
	9.4	APPROVAL OF LEASES	54
	9.5	OFAC	56
	9.6	FURTHER ASSURANCES	56
	9.7	ASSIGNMENT	57
	9.8	MANAGEMENT AGREEMENT	57
	9.9	COMPLIANCE WITH APPLICABLE LAW	57
	9.10	SPECIAL COVENANTS; SINGLE PURPOSE ENTITY	57
	9.11	intentionally omitted	60
	9.12	PAYMENT OF PROPERTY TAXES, ETC	60
	9.13	intentionally omitted	60
	9.14	COMPLIANCE WITH ANTI-CORRUPTION LAWS AND SANCTIONS	60
	9.15	escrow fund	61
	9.16	INTEREST RATE PROTECTION AGREEMENTS	61
	9.17	GUARANTOR COVENANTS	63
	9.18	RESTRICTED PAYMENTS	63
	9.19	Mortgage loan documents	63
	9.20	REA Covenants	63
	9.21	Co-Ownership Agreement Covenants	64
	9.22	MORTGAGE BORROWER COVENANTS	65
	 	 	 
	ARTICLE 10.  REPORTING COVENANTS	66
	 	 	 
	10.1	FINANCIAL INFORMATION	66
	10.2	BOOKS AND RECORDS	68
	10.3	INTENTIONALLY DELETED	68
	10.4	INTENTIONALLY DELETED	68
	10.5	INTENTIONALLY DELETED	68
	10.6	KNOWLEDGE OF DEFAULT; ETC	68
	10.7	LITIGATION, ARBITRATION OR GOVERNMENT INVESTIGATION	68
	10.8	intentionally omitted	68
	 	 	 
	ARTICLE 11.  DEFAULTS AND REMEDIES	69
	 	 	 
	11.1	DEFAULT	69
	11.2	ACCELERATION UPON DEFAULT; REMEDIES	72
	11.3	DISBURSEMENTS TO THIRD PARTIES	73
	11.4	COSTS OF ENFORCEMENT; REPAYMENT OF FUNDS ADVANCED	74
	11.5	RIGHTS CUMULATIVE, NO WAIVER	74
	11.6	INTENTIONALLY OMITTED	74
	 	 	 
	ARTICLE 12.  THE LENDER	74
	 	 	 
	12.1	Reimbursement for Protective Advances	74
	12.2	SETOFF	74


 




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TABLE OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	ARTICLE 13.  MISCELLANEOUS PROVISIONS	75
	 	 	 
	13.1	INDEMNITY	75
	13.2	FORM OF DOCUMENTS	75
	13.3	NO THIRD PARTIES BENEFITED	75
	13.4	NOTICES	75
	13.5	ATTORNEY-IN-FACT	76
	13.6	ACTIONS	76
	13.7	RELATIONSHIP OF PARTIES	76
	13.8	DELAY OUTSIDE LENDER’S CONTROL	76
	13.9	ATTORNEYS’ FEES AND EXPENSES; ENFORCEMENT	76
	13.10	IMMEDIATELY AVAILABLE FUNDS	76
	13.11	AMENDMENTS AND WAIVERS	77
	13.12	SUCCESSORS AND ASSIGNS	77
	13.13	STAMP, INTANGIBLE AND RECORDING TAXES	79
	13.14	LENDER’S DISCRETION	79
	13.15	LENDER	80
	13.16	TAX SERVICE	80
	13.17	WAIVER OF RIGHT TO TRIAL BY JURY	80
	13.18	SEVERABILITY	80
	13.19	TIME	80
	13.20	HEADINGS	80
	13.21	GOVERNING LAW	81
	13.22	USA PATRIOT ACT NOTICE; COMPLIANCE	82
	13.23	INTEGRATION; INTERPRETATION	82
	13.24	JOINT AND SEVERAL LIABILITY	82
	13.25	COUNTERPARTS	82
	13.26	LIMITED RECOURSE	82
	13.27	REMEDIES OF BORROWER	83
	13.28	CONFLICTS	83
	13.29	CONSTRUCTION OF DOCUMENTS	83
	13.30	ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS	83
	13.31	INTERCREDITOR AGREEMENT	84
	13.32	MORTGAGE LOAN DEFAULTS	84
	13.33	DISCUSSIONS WITH MORTGAGE LENDER	86


 




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EXHIBITS AND SCHEDULES


 


SCHEDULE I – INTENTIONALLY OMITTED


SCHEDULE II – EXISTING LEASES/RENT ROLL


SCHEDULE III – LITIGATION DISCLOSURE


SCHEDULE IV – ENVIRONMENTAL REPORTS


SCHEDULE V – REAs


SCHEDULE VI – LEASE DISCLOSURES


 


EXHIBIT A – DESCRIPTION OF PROPERTY


EXHIBIT B – DOCUMENTS


EXHIBIT C – INTENTIONALLY OMITTED


EXHIBIT D – INTENTIONALLY OMITTED


EXHIBIT E – INTENTIONALLY OMITTED


EXHIBIT F – INTENTIONALLY OMITTED


EXHIBIT G – ORGANIZATIONAL CHART


EXHIBIT H – INTENTIONALLY OMITTED


EXHIBIT I-1 - FORM OF U.S. TAX COMPLIANCE CERTIFICATE


EXHIBIT I-2 - FORM OF U.S. TAX COMPLIANCE CERTIFICATE


EXHIBIT I-3 - FORM OF U.S. TAX COMPLIANCE CERTIFICATE


EXHIBIT I-4 - FORM OF U.S. TAX COMPLIANCE CERTIFICATE


EXHIBIT J - FORM OF APPROVED SUB-REA AMENDMENT


 




    v 


     


    

 


MEZZANINE LOAN AGREEMENT


 


THIS MEZZANINE LOAN AGREEMENT (“Agreement”)
dated as of March 29, 2018 by and among EYP MEZZANINE, LLC, a Delaware limited liability company (“Borrower”)
and RVP MEZZ DEBT 1 LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).


 


RECITALS


 


		B.	Borrower owns one hundred percent (100%) of the limited
liability company interests in EYP Realty, LLC, a Delaware limited liability company (the “Mortgage Borrower”).
Mortgage Borrower owns certain real property described in Exhibit A hereto (“Property”).



 


		C.	Borrower has requested from Lender a mezzanine loan and
Lender has agreed to loan to Borrower the amount described herein on the terms and conditions set forth in this Agreement.



 


NOW, THEREFORE, Borrower and
Lender agree as follows:


 


ARTICLE 1. DEFINITIONS


 


1.1           DEFINED
TERMS. The following capitalized terms generally used in this Agreement shall have the meanings defined or referenced
below. Certain other capitalized terms used only in specific sections of this Agreement are defined in such sections.


 


“Acceptable
Counterparty” – shall have the meaning set forth in Section 9.16(a).


 


“Accounts”
has the meaning given to that term in Section 8.2.


 


“Account Collateral”
– means: (i) any Accounts and all Cash, checks, drafts, certificates and instruments, if any, from time to time deposited
or held in such accounts from time to time; (ii) 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 (iii) to the extent
not covered by clauses (i) and (ii) above, all “proceeds” (as defined under the UCC as in effect in the jurisdiction
in which any of such accounts is located) of any or all of the foregoing.


 


“ADA”
shall have the meaning given to such term in Section 6.23.


 


“Additional
Costs” has the meaning given that term in Section 2.12(b).


 


“Agent”
means Wells Fargo Bank, National Association, or any successor Administrative Agent appointed pursuant to the Mortgage Loan Agreement.


 




     


     


    

 


“Affiliate”
means, with respect to any Person, (a) in the case of any such Person which is a partnership or limited liability company, any
general partner or managing member in such partnership or limited liability company, respectively, (b) any other Person which is
directly or indirectly controlled by, controls or is under common control with such Person or one or more of the Persons referred
to in the preceding clause (a), and (c) any other Person who is a senior executive officer, director or trustee of such Person
or any Person referred to in the preceding clauses (a) and (b); provided, however, in no event shall the Lender or any of its Affiliates
be an Affiliate of Borrower or the Mortgage Borrower.


 


“Agreement”
shall have the meaning given to such term in the preamble hereto.


 


“Alternate
Rate” is a rate of interest per annum equal to three percent (3%) in excess of the applicable Effective Rate in effect
from time to time.


 


“Annual Budget”
shall mean the operating budget, including all planned capital expenditures and leasing costs, for the Property prepared by the
Mortgage Borrower for the applicable fiscal year or other period.


 


“Anti-Corruption
Laws” means: (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended;
(c) any anti-bribery or anti-corruption laws, regulations or ordinances in the European Union; and (d) any other anti-bribery or
anti-corruption laws, regulations or ordinances in any jurisdiction in which Borrower or any member of the Borrowing Group is located
or doing business.


 


“Anti-Money
Laundering Laws” means applicable laws, regulations or ordinances in (i) the European Union or (ii) any jurisdiction
in which Borrower or any member of the Borrowing Group is located or doing business that relates to money laundering, any predicate
crime to money laundering, or any financial record keeping and reporting requirements related thereto.


 


“Applicable
Law” means all applicable provisions of constitutions, statutes, rules, regulations and orders of any Governmental Authority,
including all orders and decrees of all courts, tribunals and arbitrators and shall include, as to any entity, the charter and
by-laws, partnership agreement or other organizational or governing documents of such entity, and any law, rule or regulation,
Permit, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon
such entity or any of its property or to which such entity or any of its property is subject, including without limitation, applicable
securities laws, any certificate of occupancy and any zoning ordinance, building, environmental or land use requirement or Permit
or occupational safety or health law, rule or regulation applicable to the Property.


 


“Applicable
LIBOR Rate” means the rate of interest, equal to the sum of: (a) four and fifty five one hundredths percent (4.55%)
plus (b) LIBOR.


 


“Appraisal”
means, with respect to the Property, an M.A.I. appraisal commissioned by Agent and addressed to the Lender (acceptable to the Lender
as to form, substance and appraisal date), prepared by a professional appraiser acceptable to the Lender, having at least the minimum
qualifications required under FIRREA, and determining both the “as is” market value of the Property as between a willing
buyer and a willing seller and the “stabilized value” of the Property.


 


“Approved
Annual Budget” shall have the meaning given in Section 10.1(e).


 




    	 	2	 



     


    

 


“Approved
Fund” means any Fund that is administered or managed by (a) Lender, (b) an Affiliate of Lender, or (c) an entity or an
Affiliate of any entity that administers or manages Lender.


 


“Assignee”
shall have the meaning given in Section 13.12(c).


 


“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”
Brookfield Asset Management Inc., a Canada corporation.


 


“Bankruptcy
Code” means the Bankruptcy Reform Act of 1978 (11 USC § 101-1330) as now or hereafter amended or recodified.


 


“Base Rate”
means the sum of: (i) the Federal Funds Rate plus (ii) the Federal Funds Rate Spread. For purposes of determining the Base Rate,
the Base Rate shall be reset daily based upon changes in the Federal Funds Rate.


 


“Base Rate
Loan” means a Loan bearing interest at a rate based on the Base Rate.


 


“Benefit Arrangement”
means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer
Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.


 


“Borrower”
shall have the meaning given in the preamble hereto and shall include the Borrower’s successors and permitted assigns.


 


“Borrower
Related Parties” shall have the meaning given to such term in Section 13.27.


 


“Borrowing
Group” - means, individually and collectively: (a) Borrower, (b) any Affiliate or subsidiary of Borrower including, without
limitation, any Affiliate or subsidiary that owns any collateral securing any part of the Loan, any Guaranty or any Loan Document,
(c) any Guarantor and (d) any officer, director or employee of any of the foregoing.


 


“BPO”
means Brookfield Office Properties, Inc. (f/k/a Brookfield Properties Corporation), a Canadian corporation.


 


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


 


“Business
Day” means (a) any day of the week other than Saturday, Sunday or other day on which the offices of Lender in New York,
New York are authorized or required to close and (b) with respect to all notices and determinations in connection with, and payments
of principal and interest on, any LIBOR Rate Loan, any day that is a Business Day described in clause (a) and that is also a London
Banking Day.


 




    	 	3	 



     


    

 


“Calculated
Debt Service” means, as of the applicable date of determination, the sum of (x) the greatest of: (a) the amount of interest
and principal actually paid on account of the Loan during the preceding three (3) months, annualized, (b) the amount obtained by
multiplying the outstanding principal balance of the Loan by a debt constant based on the return on the then current 10-year U.S.
Treasury Bond plus 4.55%, or (c) the amount obtained by multiplying the outstanding principal balance of the Loan by a debt constant
of 6.0% plus (y) Mortgage Calculated Debt Service.


 


“Cash”
shall mean coin or currency of the United States of America or immediately available funds, including such funds delivered by wire
transfer.


 


“Capitalized
Lease Obligation” means obligations under a lease (to pay rent or other amounts under any lease or other arrangement
conveying the right to use) (excluding Leases) that are required to be capitalized for financial reporting purposes in accordance
with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation determined in accordance with
GAAP.


 


“Change of
Control” means any event (whether by management changes in Mortgage Borrower, Borrower or the Guarantor or in any direct
or indirect owner thereof, contractual agreement or otherwise) which results in neither BPO, BAM nor BPY having Control over Mortgage
Borrower or the Borrower.


 


“Co-Ownership
Agreement” means that certain Amended and Restated Lot 4 Co-Ownership Agreement, dated as of September 10, 2014, by and
among Borrower, BOP FigAt7th LLC, Maguire Properties – 777 Tower, LLC, and Maguire Properties – 755 S. Figueroa, LLC,
together with all amendments, restatements, memoranda or other modifications thereof made pursuant to the terms of the Loan Documents.


 


“Collateral”
means the (i) the Collateral as defined in the Pledge Agreement and (ii) all other collateral for the Loan granted in the Loan
Documents.


 


“Commitment”
means, the amount for the Lender set forth on Schedule I.


 


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


 


“Control”
(and the correlative terms “controlled by” and “controlling”) - means the possession, directly or indirectly,
of the power to direct or cause the direction of management and policies of the business and affairs of the entity in question
by reason of the ownership of beneficial interests, by contract or otherwise (notwithstanding that other Persons may have the right
to participate in or veto significant management decisions).


 




    	 	4	 



     


    

 


“Creditor’s
Rights Laws” means with respect to any Person, 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 its debts or debtors.


 


“Debt”
has the meaning set forth in the Pledge Agreement.


 


“Deed of Trust”
has the meaning set forth in the Mortgage Loan Agreement.


 


“Default”
shall have the meaning given to such term in Section 11.1.


 


“Dollars”
and “$” mean the lawful money of the United States of America.


 


“DSCR”
means “DSCR” as defined in the Mortgage Loan Agreement.


 


“DSCR Certificate”
shall mean a certificate from an officer of Borrower setting forth in reasonable detail (including as to each such separate item
of Gross Operating Income and Operating Expenses) the calculation of DSCR for the applicable fiscal quarter and any calculations
related thereto.


 


“DSCR Collateral
Amount” shall mean, as of any date of calculation, the amount of any cash deposit, Sweep Guaranty or Letter of Credit
that has been delivered by Borrower or Mortgage Borrower and is then held by Mortgage Lender as collateral for the Mortgage Loan
pursuant to Section 9.13 of the Mortgage Loan Agreement or, if the Mortgage Loan has been paid in full and the Loan is outstanding,
delivered by Borrower and is then held by Lender as collateral for the Loan.


 


“DSCR Event”
means any time that the DSCR (calculated at the end of the immediately preceding quarter) is less than the Minimum DSCR.


 


“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.


 


“EEA Resolution
Authority” means any public administrative authority or any person entrusted with public administrative authority of
any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective
Date” shall have the meaning provided in Section 2.4.


 


“Effective
Rate” shall have the meaning given in Section 2.6(e).


 


“Eligible
Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than
a natural person) approved by Lender.


 




    	 	5	 



     


    

 


“Environmental
Laws” means any Applicable Law relating to environmental protection or the manufacture, storage, remediation, disposal
or clean-up of Hazardous Materials including, without limitation, the following: Clean Air Act, 42 U.S.C. § 7401 et seq.;
Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
§ 9601 et seq.; National Environmental Policy Act, 42 U.S.C. § 4321 et seq.; regulations of the Environmental Protection
Agency, any applicable rule of common law and any judicial interpretation thereof relating primarily to the environment or Hazardous
Materials, and any analogous or comparable state or local laws, regulations or ordinances that concern Hazardous Materials or protection
of the environment.


 


“Environmental
Reports” means the environmental reports described on Schedule IV attached hereto.


 


“Equity Interest”
means, with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant,
option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership
or profit interests in) such Person whether or not certificated, any security convertible into or exchangeable for any share of
capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other
acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person
(including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as in effect from time to time, any successor statute and any applicable
regulations or guidelines promulgated thereunder.


 


“ERISA Affiliate”
means any entity that is considered a single employer with Borrower or Mortgage Borrower or is required to be aggregated with Borrower
or Mortgage Borrower pursuant to Section 414 of the Internal Revenue Code or Section 4001(b) of ERISA.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to Lender or required to be withheld or deducted from
a payment to Lender, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits
Taxes, in each case, (i) imposed as a result of Lender being organized under the laws of, or having its principal office or
its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that
are Other Connection Taxes, (b)  U.S. federal withholding Taxes imposed on amounts payable to or for the account of Lender
with respect to an applicable interest in a Loan or Commitment pursuant to an Applicable Law in effect on the date on which (i) Lender
acquires such interest in the Loan or Commitment or (ii) Lender changes its lending office, except in each case to the extent
that, pursuant to Section 2.11, amounts with respect to such Taxes were payable either to Lender’s assignor immediately
before Lender became a party hereto or to Lender immediately before it changed its lending office, (c) Taxes attributable
to Lender’s failure to comply with Section 2.11(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.








 




    	 	6	 



     


    

 


“Executive
Order” shall have the meaning given to such term in the definition of “Prohibited Person.”


 


“Existing
Leases” means the Leases set forth on Schedule II attached hereto.


 


“FATCA”
means Sections 1471 through 1474 of the Internal Revenue 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) and any current or future regulations or official
interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.


 


“Federal Funds
Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds
brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by the Lender from three Federal Funds brokers of recognized standing selected by the
Lender; provided, however, that if the Federal Funds Rate determined as provided above would be less than one quarter of one percent
(0.25%), then the Federal Funds Rate shall be deemed to be one quarter of one percent (0.25%).


 


“Federal Funds
Rate Spread” means, in connection with any use of the Federal Funds Rate for the Base Rate, the greater of (i) the difference
(expressed as the number of basis points) obtained by subtracting (x) the Federal Funds Rate, determined as of the date LIBOR was
last available from (y) the per annum interest rate payable hereunder in respect of a LIBOR Loan as of the date for which LIBOR
was last available (i.e., the Applicable LIBOR Rate), and (ii) zero.


 


“FIRREA”
means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as the same may be amended from time to time.


 


“Fitch”
means Fitch, Inc.


 


“Foreign Lender”
means a Lender that is not a U.S. person.


 


“Fund”
means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of its business.


 


“GAAP”
means generally accepted accounting principles in the United States of America as of the date of the applicable financial report.


 


“Governmental
Approvals” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with,
and reports to, all Governmental Authorities.


 




    	 	7	 



     


    

 


“Governmental
Authority” means any national, state or local government (whether domestic or foreign), any political subdivision thereof
or any other governmental, quasi-governmental, judicial, administrative, public or statutory instrumentality, authority, body,
agency, bureau, commission, board, department or other entity (including, without limitation, the Federal Deposit Insurance Corporation,
the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with
authority to bind a party at law.


 


“Gross Operating
Income” shall mean the sum of any and all amounts, payments, fees, rentals, additional rentals, expense reimbursements
(including, without limitation, all reimbursements by tenants, lessees, licensees and other users of the Property and Improvements)
discounts or credits to the Borrower, income, proceeds of business interruption insurance, interest and other monies directly or
indirectly received by or on behalf of or credited to Borrower from any Person with respect to Borrower’s ownership, use,
development, operation, leasing, franchising, marketing or licensing of the Property and Improvements, including, without limitation,
from parking operations.  With respect to all financial reporting, Gross Operating Income shall be computed in accordance
with GAAP or International Financial Reporting Standards but without taking into account straight-lining of rents, and, additionally,
there shall be added to Gross Operating Income in the calculation of the same the amount of rent that would be payable under any
Lease that includes “free rent” concessions to the tenant for the period immediately after the commencement of the
term of such Lease as if the tenant had instead paid the full amount of rent during such free rent period.


 


“Guarantor”
means Brookfield DTLA Holdings LLC, and any other Person which, in any manner, is or becomes obligated to Lenders under any guaranty
now or hereafter executed with respect to the Loan (collectively or severally as the context thereof may suggest or require).


 


“Guaranty”
means the Limited Guaranty referred to in the list of “Loan Documents” on Exhibit B hereto.


 


“Hazardous
Materials” means all or any of the following: (a) substances that are defined or listed in, or otherwise classified pursuant
to, any applicable Environmental Laws as “hazardous substances”, “hazardous materials”, “hazardous
wastes”, “toxic substances”, “related substances”, “industrial solid wastes” or “pollutants”;
(b) oil, petroleum or petroleum derived substances, natural gas, natural gas liquids or synthetic gas and drilling fluids, produced
waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources;
(c) any radioactive materials; (d) asbestos in any form; (e) toxic mold and (f) oil or dielectric fluid containing levels of polychlorinated
biphenyls in excess of fifty parts per million.


 


“Hazardous
Materials Indemnity Agreement” means a Hazardous Materials Indemnity Agreement executed by the Borrower and the Guarantor
in favor of the Lender.


 


“Improvements”
shall have the meaning given to such term in the Deed of Trust.


 




    	 	8	 



     


    

 


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


 


“Intercreditor Agreement”
– means the Intercreditor Agreement, dated as of the date hereof, executed by the Agent, for the benefit of the Mortgage
Lenders, and Lender.


 


“Interest
Period” shall mean (a) for the initial interest period hereunder, the period commencing on the Effective Date and ending
on April 1, 2018, and (b) for each interest period thereafter, the period commencing on the first (1st) day of a calendar month
and continuing to, but not including, the first (1st) day of the next calendar month; provided, that (i) if any Interest Period
would otherwise end after the Maturity Date, such Interest Period shall end on the Maturity Date; and (ii) each Interest Period
that would otherwise end on a day which is not a Business Day shall end on the immediately following Business Day.


 


“Interest
Period Commencement Date” means the date upon which an Interest Period commences.


 


“Interest
Rate Protection Agreement” means any rate cap entered into between Borrower and an Acceptable Counterparty meeting the
terms of this Agreement.


 


“Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended.


 


“Investment
Grade” means a rating of at least BBB- by S&P or its equivalent by Fitch and/or Moody’s.


 


“Lease”
means any agreement for the leasing, subleasing, licensing or other occupancy of any portion of the Property.


 


“Lender”
shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns.


 


“LIBOR”
is, the rate of interest per annum determined by Lender on the basis of the rate for United States dollar deposits for delivery
on the first (1st) day of each Interest Period, for a period approximately equal to such Interest Period, as published by the ICE
Benchmark Administration Limited, a United Kingdom company, at approximately 11:00 a.m., London time, two (2) Business Days prior
to the first day of the Interest Period (or if not so published, then as determined by Lender from another recognized source or
interbank quotation); provided, however, that if LIBOR determined as provided above would be less than one quarter of one percent
(0.25%), then LIBOR shall be deemed to be one quarter of one percent (0.25%).  


 


“LIBOR Loan”
means the Loan at any time in which it bears interest at a rate based on LIBOR.


 


“LIBOR Market
Index Rate” means, for any day, LIBOR as of that day for one-month deposits in U.S. Dollars at approximately 12:00 p.m.
Eastern time for such day (or if such day is not a Business Day, the immediately preceding Business Day). The LIBOR Market Index
Rate shall be determined on a daily basis.


 




    	 	9	 



     


    

 


“Lien”
as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure debt, deed of
trust, assignment of leases or rents, pledge, lien, hypothecation, assignment, charge, lien (statutory or other, including a mechanic’s,
materialmen’s, landlord’s or similar lien) or lease constituting a Capitalized Lease Obligation, conditional sale or
other title retention agreement, or other security title or encumbrance of any kind in respect of any property of such Person,
or upon the income, rents or profits therefrom; (b) any arrangement, express or implied, under which any property of such Person
is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment or performance of any
indebtedness or other obligation in priority to the payment of the general, unsecured creditors of such Person; (c) the filing
of any financing statement under the UCC or its equivalent in any jurisdiction; and (d) any agreement by such Person to grant,
give or otherwise convey any of the foregoing.


 


“Liquidation
Event” – means (i) any casualty to all or any portion of the Property, (ii) any condemnation of all or any portion
of the Property, (iii) a Transfer of the Property in connection with realization thereon by Mortgage Lender following a Default
under the Mortgage Loan, including without limitation a foreclosure sale, or (iv) any refinancing of the Property or the Mortgage
Loan.


 


“Loan”
means the loan that Lenders agree to make and Borrower agrees to borrow pursuant to the terms and conditions of this Agreement
in the original principal amount of THIRTY-FIVE MILLION AND NO/100 DOLLARS ($35,000,000).


 


“Loan Account”
shall have the meaning given to such term in Section 2.9.


 


“Loan Documents”
means those documents, as hereafter amended, supplemented, replaced or modified, properly executed and in recordable form, if necessary,
listed in Exhibit B as Loan Documents.


 


“Loan Party”
means the Borrower, Mortgage Borrower, Guarantor, and any other person or entity that is an Affiliate of the Borrower that is obligated
under the Loan Documents, Mortgage Loan Documents or Other Related Documents.


 


“LTV”
means the percentage obtained by dividing (a) the maximum principal balance of the Loan and the Mortgage Loan by (b) the value
of the Property based on an Appraisal dated not more than ninety (90) days prior to the Effective Date (which shall be the “as
is” market value for the Property).


 


“Major Lease”
means any office Lease in excess of 100,000 net rentable square feet.


 


“Manager”
means Brookfield Properties Management (CA) Inc., a Delaware corporation.


 


“Management
Agreement” shall have the meaning given to such term in Section 6.13.


 


“Material
Adverse Effect” means a materially adverse effect on (a) the business, assets, liabilities, condition (financial or otherwise),
results of operations or business prospects of the Borrower, (b) the ability of the Borrower or Guarantor to perform their respective
obligations under any Loan Document to which it is a party, (c) the validity or enforceability of any of the Loan Documents, (d)
the rights and remedies of the Lender under any of the Loan Documents or (e) the timely payment of the principal of or interest
on the Loan or other amounts payable in connection therewith.


 




    	 	10	 



     


    

 


“Material
Contract” means any contract or other arrangement (other than Loan Documents, Leases, REAs that are expressly described
on Schedule V attached hereto and the Co-Ownership Agreement), whether written or oral, to which Borrower is a party or is bound
(including recorded encumbrances upon Mortgage Borrower’s Property), as to which the breach, nonperformance, cancellation
or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.


 


“Maturity
Date” means November 27, 2020.


 


“Mezzanine
Deposit Account Agreement” shall have the meaning given to such term in Section 8.1.


 


“Minimum DSCR” means
the DSCR at the last day of each fiscal quarter of the Borrower that is at least 1.00x.


 


“Moody’s”
- means Moody’s Investors Service, Inc.


 


“Mortgage Borrower” –
means, EYP Realty, LLC, a Delaware limited liability company.


 


“Mortgage
Calculated Debt Service” means “Calculated Debt Service,” as defined in the Mortgage Loan Agreement.


 


“Mortgage Lender” means,
collectively, the financial institutions from time to time party to the Mortgage Loan Agreement as a “Lender”, together
with their respective successors and permitted assigns.


 


“Mortgage Loan” means
the loan in the original principal amount of Two Hundred Thirty Million Dollars $230,000,000 made by Mortgage Lender to Mortgage
Borrower, which loan is secured or to be secured by the Deed of Trust.


 


“Mortgage
Loan Agreement” means that certain Mortgage Loan Agreement dated of even date herewith, between Mortgage Borrower, as
borrower, Mortgage Lender, as lender, Agent, Wells Fargo Securities LLC, as Sole Lead Arranger and Sole Bookrunner, and Landesbank
Baden Wartenberg, New York Branch, as documentation agent.


 


“Mortgage
Loan Default” means a “Default” under and as defined in the Mortgage Loan Agreement.


 


“Mortgage Loan Documents”
means those documents executed in connection with the Mortgage Loan.


 


“Mortgage Loan Liens”
means the Liens in favor of the holder of the Mortgage Loan created pursuant to the Mortgage Loan Documents.


 




    	 	11	 



     


    

 


“Net Liquidation
Proceeds After Debt Service” means with respect to any Liquidation Event, all amounts paid to or received by or on behalf
of Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing
or other disposition or liquidation, less (i) in the event of a Liquidation Event consisting of a casualty or condemnation, Lender’s
and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (ii) in the event of a Liquidation
Event consisting of a casualty or condemnation, the costs incurred by Mortgage Borrower in connection with a restoration of all
or any portion of the Property made in accordance with the Mortgage Loan Documents, (iii) in the event of a Liquidation Event consisting
of a casualty or condemnation or a Transfer, amounts required or permitted to be deducted therefrom and amounts paid pursuant to
the Mortgage Loan Documents to Mortgage Lender, (iv) in the event of a Liquidation Event consisting of a casualty or condemnation,
those proceeds paid to Mortgage Borrower pursuant to the Mortgage Loan Agreement, (v) in the case of a foreclosure sale, disposition
or transfer of the Property in connection with realization thereon following a Default under the Mortgage Loan, reasonable and
customary costs and expenses of such sale or other disposition (including attorneys’ fees and brokerage commissions), (vi)
in the case of a foreclosure sale, costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage
Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents and (vii) in the case of a
refinancing of the Mortgage Loan, costs and expenses (including attorneys’ fees) of such refinancing, and (viii) the amount
of any prepayments required pursuant to the Mortgage Loan Documents in connection with any such Liquidation Event.


 


“Net Proceeds”
shall have the meaning set forth in Section 4.8.


 


“Net Worth”
means, for any Person, on any date of determination, an amount equal to the excess of the aggregate total assets of such Person
at such time less the total aggregate liabilities of such Person at such time, determined in accordance with GAAP, International
Financial Reporting Standards or other accounting methods reasonably approved by Lender. For purposes of Section 9.17(a), GAAP
with adjustments to reflect properties at fair value will be deemed acceptable.


 


“NOI”
means “NOI” as defined the Mortgage Loan Agreement.


 


“Note”
means that certain Promissory Note (Mezzanine Loan) in the original principal amount of the Loan, executed by Borrower and payable
to the order of Lender, as hereafter amended, supplemented, replaced or modified.


 


“Obligations”
means, individually and collectively: (a) the aggregate principal balance of, and all accrued and unpaid interest on, the
Loan; and (b) all other indebtedness, liabilities, obligations and covenants of Borrower owing to the Lender of every kind,
nature and description, under or in respect of this Agreement or any of the other Loan Documents, including, without limitation,
fees and indemnification obligations, whether direct or indirect, absolute or contingent, due or not due, contractual or tortious,
liquidated or unliquidated, and whether or not evidenced by any promissory note.


 


“OFAC”
means the U.S. Department of the Treasury’s Office of Foreign Assets Control.


 




    	 	12	 



     


    

 


“Operating
Expenses” means the total of all expenditures, computed in accordance with GAAP or International Financial Reporting
Standards, 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 or duplication, the following expenses: (i) Taxes and assessments
imposed upon the Property and Improvements; (ii) bond assessments; (iii) insurance premiums for casualty insurance (including,
without limitation, earthquake, windstorm and terrorism coverage) and liability insurance carried in connection with the Property
and Improvements, provided, however, if any, insurance is maintained as part of a blanket policy covering the Property and Improvements
and other properties, the insurance premium included in this subparagraph shall be the premium fairly allocable to the Property
and Improvements; and (iv) operating expenses incurred by Mortgage Borrower for the management, operation, cleaning, leasing, maintenance
and repair of the Property and Improvements (including, without limitation, management fees equal to the greater of (x) two and
a half percent (2.5%) of Gross Operating Income from operations of the Property and (y) actual management fees paid) and any payments
required to be made under or pursuant to the Co-Ownership Agreement or any REA. Operating Expenses shall not include any interest
or principal payments on the Loan or the Mortgage Loan, other amounts payable to Lender under the Loan Documents or Mortgage Lender
under the Mortgage Loan Documents (other than repayments by Borrower to the Lender of Protective Advances made by the Lender in
respect of Operating Expenses), amounts paid or reserved for lease-up costs or capital expenditures, any allowance for depreciation,
extraordinary non-recurring expenses, income and franchise Taxes of Mortgage Borrower, amortization and other non-cash expenditures,
bank charges, corporate overhead costs allocated or charged to the Property, or audit and other fees incurred in connection with
the requirements set forth in the Loan Documents or Mortgage Loan Documents, or national or regional marketing expenses allocated
to the Property (but not direct marketing expenses solely attributable to the Property), or bad debt expenses not incurred during
the trailing six month period as of the applicable date of determination.


 


“Operating
Statement” shall have the meaning given to such term in Section 10.5.


 


“Optional
Minimum DSCR Prepayment” shall have the meaning given to such term in Section 9.13(a).


 


“Organizational
Documents” means (i) with respect to a corporation, such Person’s certificate of incorporation and bylaws, (ii)
with respect to a partnership, such Person’s certificate of limited partnership and partnership agreement, and (iii) with
respect to a limited liability company, such Person’s certificate of formation and limited liability company agreement.


 


“Other Connection
Taxes” means, with respect to Lender, Taxes imposed as a result of a present or former connection between Lender and
the jurisdiction imposing such Tax (other than connections arising from Lender 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).


 




    	 	13	 



     


    

 


“Other Related
Documents” means those documents, as hereafter amended, supplemented, replaced or modified from time to time, properly
executed and in recordable form, if necessary, listed in Exhibit B as Other Related Documents.


 


“Other Taxes”
means 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.


 


“Owner’s
Title Policy” means that certain ALTA owner’s policy of title insurance together with the mezzanine financing endorsement,
issued in connection with the closing of the Loan insuring the Mortgage Borrower as the owner of the Property.


 


“Participant”
shall have the meaning given to such term in Section 13.12


 


“Patriot Act”
shall have the meaning ascribed to such term in Section 6.26.


 


“Payment Date”
shall have the meaning ascribed to such term in Section 2.6(a).


 


“Permit”
means any permit, approval, authorization, license, variance or permission required from a Governmental Authority under Applicable
Law.


 


“Permitted
Easement” means easements and other similar encumbrances (or amendments thereto) (i) approved by Lender or (ii) entered
into by Mortgage Borrower in the ordinary course of business for use, access, water and sewer lines, telephones and telegraph lines,
electric lines or other utilities or for other similar purposes, provided that no such easement or other similar encumbrance shall
materially impair the use, operation or value of the Property or otherwise have a Material Adverse Effect; provided that in no
event shall a Permitted Easement be deemed to include an “easement of light and air” or a transfer of any air or development
rights or, unless otherwise approved by the Lender in its reasonable discretion, parking rights.


 


“Permitted
Investments” means any one or more of the following “cash,” “cash items,” or “government
securities” within the meaning of Section 856(c)(4)(A) of the Internal Revenue Code: (i) direct obligations of United States
of America, or any agency thereof, or obligations fully guaranteed as to payment of principal and interest by the United States
of America, or any agency thereof, provided such obligations are backed by the full faith and credit of the United States of America,
and provided, however, that any such investment must have a predetermined fixed dollar amount of principal due at maturity that
cannot vary or change; (ii) deposit accounts with or certificates of deposit which are (a) fully FDIC-insured issued by any bank
or trust company organized under the laws of the United States of America or any state thereof and short term unsecured certificates
of deposits and time deposits which are rated A 1 or better by Standard & Poor’s Corporation or P 1 or better by Moody’s
Investors Service, Inc., in each case maturing not more than 90 days from the date of acquisition thereof, and (b) in the case
of certificates of deposit, are negotiable and have a ready secondary market in which such investment can be disposed of; and (iii)
money market funds that are subject to regulation under the Investment Company Act of 1940, 15 U.S.C. 80a-1 et seq., and comply
with the requirements of Rule 2a-7 thereof.


 




    	 	14	 



     


    

 


“Permitted
Liens” means:


 


		(a)	Liens (other than environmental Liens and any Lien
imposed under ERISA) for taxes, assessments or charges of any Governmental Authority for claims not yet delinquent or which are
contested in accordance with Section 4.4 of this Agreement;



 


		(b)	All matters of record shown on the Owner’s Title
Policy as exceptions to Mortgage Borrower’s coverage thereunder;



 


		(c)	Customary equipment leases or financing with respect
to equipment permitted pursuant to Section 9.10(e);



 


		(d)	Liens in favor of Agent, for the benefit of Mortgage
Lenders, under the Deed of Trust or any other Mortgage Loan Document;



 


		(e)	Leases of the Improvements existing as of the date
hereof or entered into in accordance with the terms hereof;



 


		(f)	Non-disturbance agreements with tenants or subtenants
(i) entered into as of the date hereof, (ii) required to be entered into under a Lease in effect on the date hereof (or hereafter
approved by Lender), and (iii) entered into by Mortgage Borrower (A) where if the sublease being non-disturbed became a direct
lease with Mortgage Borrower, such lease would not be a lease requiring the consent of the Lender, (B) where Lender has consented
in writing to Mortgage Borrower entering into such non-disturbance or (C) where Lender has entered into a non-disturbance
agreement with respect to the sublease in question;



 


		(h)	Permitted Easements;



 


		(i)	Liens approved by the Lender; and



 


		(j)	the Mortgage Loan Liens.



 


“Permitted
Transfer” means (i) transfers of direct or indirect equity interests in the Borrower, provided that (a) BPO, BAM and/or
BPY shall at all times Control Borrower, (b) BPO, BAM and/or BPY shall at all times following such transfer own, directly or indirectly,
at least twenty-five percent (25%) of the membership interests in Borrower, (c) BPO, BAM and/or BPY and/or one or more Qualified
Institutional Investors shall at all times following such transfer own, directly or indirectly, at least fifty-one percent (51%)
of the membership interests in Borrower, (d) Guarantor shall at all times own, directly or indirectly, twenty-five percent (25)%
of the membership interests of Borrower and (e) for each proposed transferee under this clause (i) that, together with its Affiliates,
will hold, directly or indirectly, ten percent (10%) or more of the direct or indirect equity interests in the Guarantor, such
transferee shall have satisfied Lender’s reasonable and customary Patriot Act requirements, and (ii) transfers of (A) direct
or indirect ownership interests in BPO, BAM and BPY and (B) ownership interests held by (x) the Series A Preferred Shareholders
in Brookfield DTLA Fund Office Trust, Inc. or (y) the accommodation shareholders of any real estate investment trust in Borrower’s
organizational structure.


 




    	 	15	 



     


    

 


“Person”
means any natural person, corporation, limited partnership, general partnership, joint stock company, limited liability company,
limited liability partnership, joint venture, association, company, trust, bank, trust company, land trust, business trust or other
organization, whether or not a legal entity, or any other nongovernmental entity, or any Governmental Authority.


 


“Pledge Agreement”
means that certain Pledge and Security Agreement dated as of the date hereof, executed and delivered by Borrower to Lender as security
for the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Potential
Default” means an event, circumstance or condition which, with the giving of notice or the lapse of time, or both, would
constitute a Default.


 


“Prepayment
Date” shall have the meaning given to such term in Section 2.7(c)(i).


 


“Prohibited
Person” shall mean any Person:


 


(a)          listed
in the Annex to, or otherwise a target of, the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001,
and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
(the “Executive Order”);


 


(b)          that
is owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex to, or is otherwise a target of,
the Executive Order;


 


(c)          with
whom Lender is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering law, including
the Executive Order;


 


(d)          that
is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury
Department Office of Foreign Assets Control at its official website or at any replacement website or other replacement official
publication of such list; or


 


(e)          who
is an Affiliate of a Person listed above.


 


“Property”
shall have the meaning given to such term in Recital B.


 


“Property
Condition Report” means the Property Condition Report by EBI Consulting prepared for Wells Fargo Bank, dated January
26, 2018, Project Number 1118000294 RETECHS Number WF-LA-17-105726-0001-05C.


 


“Property
Taxes” shall have the meaning given to such term in Section 9.12.


 




    	 	16	 



     


    

 


“Protective
Advance” means (a) all sums expended as determined by Lender to protect the validity, enforceability, perfection or priority
of the liens in any of the Collateral and the instruments evidencing the Obligations; or (b) any advances made by Lender to protect
the Collateral and/or the Property.


 


“Qualified
Institutional Investor” means any one of the following Persons:


 


(i) a pension fund,
pension trust or pension account or sovereign wealth fund that (a) has total real estate assets of at least $1 Billion and (b)
is managed by a Person who controls at least $1 Billion of real estate equity assets; or


 


(ii) a pension fund
advisor who (a) immediately prior to such transfer, controls at least $1 Billion of real estate equity assets and (b) is acting
on behalf of one or more pension funds that, in the aggregate, satisfy the requirements of clause (i) of this definition; or


 


(iii) an insurance
company which is subject to supervision by the insurance commissioner, or a similar official or agency, of a state or territory
of the United States (including the District of Columbia) (a) with a Net Worth, as of a date no more than six (6) months prior
to the date of the transfer, of at least $500 Million and (b) who, immediately prior to such transfer, controls real estate equity
assets of at least $1 Billion; or


 


(iv) a corporation
organized under the banking laws of the United States or any state or territory of the United States (including the District of
Columbia) (a) with a combined capital and surplus of at least $500 Million and (b) who, immediately prior to such transfer, controls
real estate equity assets of at least $1 Billion; or


 


(v) any Person (a)
with a long-term unsecured debt rating from the Rating Agencies of at least Investment Grade or (b) who (i) owns directly or indirectly
or operates at least eight (8) properties of a type, quality and size similar to the Property, totaling in the aggregate no less
than 2 million square feet of gross leasable space (exclusive of the Property), (ii) has a Net Worth, as of a date no more than
six (6) months prior to the date of such transfer, of at least $500 Million and (iii) immediately prior to such transfer, has real
estate equity investments of at least $1 Billion.


 


“Rating Agencies”
shall mean each of S&P, Moody’s, and Fitch, and any other nationally recognized statistical rating agency which has been
approved by Lender in writing.


 


“REA”
shall mean, individually and/or collectively (as the context may require), each material reciprocal easement, covenant, condition
and restriction agreement or similar agreement affecting the Property (or any portion thereof) as more particularly described on
Schedule V attached hereto and any future material reciprocal easement or similar agreement affecting the Property (or any portion
thereof) entered into in accordance with the applicable terms and conditions hereof.


 




    	 	17	 



     


    

 


“Regulatory
Change” means, with respect to Lender, any change effective after the Effective Date in Applicable Law (including without
limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the adoption or making after such date of
any interpretation, directive or request applying to a class of banks, including Lender, of or under any Applicable Law (whether
or not having the force of law and whether or not failure to comply therewith would be unlawful) by any Governmental Authority
or monetary authority charged with the interpretation or administration thereof or compliance by Lender with any request or directive;
provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act
and all requests, rules, guidelines, requirements and directives thereunder issued in connection therewith or in implementation
thereof shall be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted, issued or implemented
and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the US or foreign regulatory authorities
shall, in each case, regardless of the date enacted, adopted, issued or implemented shall be deemed to be a “Regulatory Change”,
regardless of the date enacted, adopted, issued or implemented.


 


“Restoration”
shall have the meaning given to such term in Section 4.8.


 


“Restricted
Payment” means: (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of
stock or other Equity Interest of Borrower now or hereafter outstanding, except a dividend payable solely in shares of that class
of stock to the holders of that class; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase
or other acquisition for value, direct or indirect, of any shares of any class of stock or other Equity Interest of Borrower now
or hereafter outstanding; (c) any payment or prepayment of principal of, premium, if any, or interest on, redemption, conversion,
exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any indebtedness (other than the Loan
or with respect to trade payables to unaffiliated third parties incurred in the ordinary course of operating the Property); and
(d) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any
Equity Interests of Borrower or any of its Subsidiaries now or hereafter outstanding. For the avoidance of doubt, in no event shall
the payment of an Operating Expense be deemed a Restricted Payment.


 


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


 


“Sanction”
or “Sanctions” means individually and collectively, respectively, the economic or financial sanctions, sectoral
sanctions, secondary sanctions, trade embargoes and anti-terrorism laws administered or enforced from time to time by: (a) the
United States of America, including those administered by OFAC, the U.S. State Department, the U.S. Department of Commerce, or
through any existing or future Executive Order, (b) the United Nations Security Council, (c) the European Union, (d) the United
Kingdom, or (e) any other governmental authorities with jurisdiction over any Person within the Borrowing Group.


 


“Sanctioned
Person” means any Person that is a target of Sanctions, including without limitation, a Person that is: (a) listed on
OFAC’s Specially Designated Nationals and Blocked Persons List; (b) listed on OFAC’s Consolidated Non-Specially Designated
Nationals List; (c) a legal entity that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity
by Sanctioned Peron(s); or (d) a Person that is a Sanctions target pursuant to any territorial or country-based Sanctions program.


 


“Severed Loan
Documents” shall have the meaning given to such term in Section 11.2(f).


 




    	 	18	 



     


    

 


“Significant
Lease” means any office Lease in excess of 50,000 net rentable square feet that is not a Major Lease.


 


“Sponsor”
– shall mean Brookfield Property Partners L.P. (or any successor thereto by merger, consolidation or amalgamation or a purchaser,
assignee or transferee of all or substantially all of its assets) and/or Brookfield Asset Management Inc. (or any successor thereto
by merger, consolidation or amalgamation or a purchaser, assignee or transferee of all or substantially all of its assets).


 


“Sponsor BFP
Subsidiary” – means a Subsidiary of Sponsor that owns a direct or indirect interest in Borrower.


 


“Spread Maintenance
Premium” shall mean an amount equal to the amount that would have been payable if the amount so prepaid had accrued interest
at 4.55% per annum, calculated from the Prepayment Date through the earlier of (i) the first Payment Date that would have occurred
following the twelve (12) month anniversary of such Prepayment Date, and (ii) the Maturity Date.


 


“Subsidiary”
means, for any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of
the Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other individuals
performing similar functions of such corporation, partnership, limited liability company or other entity (without regard to the
occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries
of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which
are consolidated with those of such Person pursuant to GAAP.


 


“Survey”
means that certain ALTA/NSPS Land Title Survey made by PSOMAS, dated June 20, 1986, last revised March 28, 2018, project number
1EYP010100.


 


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


 


“Transfer”
shall have the meaning given to such term in Section 9.7.


 


“TRIPRA”
means the Terrorism Risk Insurance Program Reauthorization Act of 2007.


 


“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.


 


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


 


“UCC Financing
Statements” means the UCC financing statements executed in connection with the Pledge Agreement and the other Loan Documents
and filed in the applicable filing offices.


 




    	 	19	 



     


    

 


“UCC Policy”
means, with respect to the Collateral, an Eagle 9 UCC title insurance policy as issued by the Title Company, in such form and including
such endorsements and requirements as Lender may require, and insuring the lien of the Pledge Agreement encumbering the Collateral.


 


“Wells Fargo”
means Wells Fargo Bank, National Association, and its successors by merger or consolidation.


 


“Withholding
Agent” means (a) the Borrower, (b) any other Loan Party and (c) the Lender, as applicable.


 


“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.


 


1.2           SCHEDULES
AND EXHIBITS INCORPORATED. Schedules I, II, III, IV, and V and Exhibits A,
B, C, D E, F, G, H, I-1, I-2, I-3 and I-4 all attached hereto,
are hereby incorporated into this Agreement.


 


1.3           PRINCIPLES
OF CONSTRUCTION. Unless otherwise indicated, all accounting terms, ratios and measurements shall be interpreted
or determined in accordance with GAAP or International Financial Reporting Standards, as in effect on the Effective Date; provided
that, if at any time any change in GAAP or International Financial Reporting Standards would affect the computation of any financial
ratio or requirement set forth in any Loan Document, and either the Borrower or the Lender shall so request, the Lender and the
Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of
such change in GAAP or International Financial Reporting Standards (subject to the approval of the Lender); provided further that,
until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or International Financial
Reporting Standards prior to such change therein and (ii) the Borrower shall provide to the Lender financial statements and other
documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations
of such ratio or requirement made before and after giving effect to such change in GAAP or International Financial Reporting Standards.
References in this Agreement to “Sections”, “Articles”, “Exhibits” and “Schedules”
are to sections, articles, exhibits and schedules herein and hereto unless otherwise indicated. References in this Agreement to
any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include
all documents, instruments or agreements issued or executed in replacement thereof, to the extent permitted hereby and (c) shall
mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, supplemented, restated or otherwise
modified from time to time to the extent not otherwise stated herein or prohibited hereby and in effect at any given time. 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. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include
the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine
and the neuter. Unless explicitly set forth to the contrary, a reference to “Subsidiary” means a Subsidiary of Borrower
or a Subsidiary of such Subsidiary and a reference to an “Affiliate” means an Affiliate of Borrower. Titles and captions
of Articles, Sections, subsections and clauses in this Agreement are for convenience only, and neither limit nor amplify the provisions
of this Agreement. Unless otherwise indicated, all references to time are references to Eastern time. The use of the phrases “a
Default exists”, “upon and during the continuance of a Default” or similar phrases in the Loan Documents shall
mean that a Default shall continue to exist until Borrower has cured all Defaults existing at such time, which Defaults shall
include, without limitation, failure by Borrower to pay the entire unpaid principal amount of the Loan and all other amounts payable
under the Loan Documents following an acceleration of the Loan as provided herein.


 




    	 	20	 



     


    

 


ARTICLE 2. LOAN


 


2.1           LOAN.
By and subject to the terms of this Agreement, the Lender agrees to lend to the Borrower, and the Borrower agrees to borrow from
Lender, the principal sum of THIRTY-FIVE MILLION AND NO/100 DOLLARS ($35,000,000.00), said sum to be evidenced by the Note. The
Note shall be secured, in part, by a Pledge Agreement of the Equity Interest in the Mortgage Borrower. No amounts repaid with
respect to the Loan may be re-borrowed. All of the Mortgage Loan Proceeds have been advanced to Mortgage Borrower and will be
used in accordance with the Mortgage Loan Agreement, as in effect on the date hereof.


 


2.2           INTENTIONALLY
OMITTED.


 


2.3           LOAN
DOCUMENTS. The Borrower shall execute and deliver to Lender (or cause to be executed and delivered) concurrently
with this Agreement each of the documents, properly executed and in recordable form, as applicable, described in Exhibit B
as Loan Documents, together with those documents described in Exhibit B as Other Related Documents.


 


2.4           EFFECTIVE
DATE. The “Effective Date” of delivery and transfer to Lender of the security under the Loan
Documents and of the Borrower’s and Lender’s obligations under the Loan Documents shall be the date as of which this
Agreement is executed, set forth on page 1 hereof.


 


2.5           MATURITY
DATE. All sums due and owing under this Agreement and the other Loan Documents shall be repaid in full on or before
the Maturity Date. All payments due to Lender under this Agreement, whether at the Maturity Date or otherwise, shall be paid in
Dollars in immediately available funds.


 


2.6           INTEREST
ON THE LOAN; LOAN PAYMENT; LATE FEES.


 


(a)          Payments.
Borrower shall make the following payments of interest and principal to Lender in the manner provided for in Section 2.7:


 


(i)          Interest
accrued on the outstanding principal balance of the Loan shall be due and payable in arrears, in the manner provided in Section 2.7,
on the first day of each month (each, a “Payment Date”) commencing with the first payment due on April 1, 2018.


 




    	 	21	 



     


    

 


(ii)         Intentionally
omitted.


 


(iii)        On
the Maturity Date, the Borrower shall pay to the Lender the entire outstanding principal amount of the Loan, all accrued interest
thereon, and all other sums payable to the Lender hereunder and under the other Loan Documents.


 


(b)          Default
Interest. Notwithstanding the rates of interest specified in Sections 2.6(e) and the payment dates specified in Section 2.6(a),
at Lender’s discretion at any time following the occurrence and during the continuance of any Default, the principal balance
of the Loan then outstanding and, to the extent permitted by applicable law, any interest payments on the Loan not paid when due,
shall bear interest payable upon demand at the Alternate Rate. All other amounts due Lender (whether directly or for reimbursement)
under this Agreement or any of the other Loan Documents if not paid when due, or if no time period is expressed, if not paid within
ten (10) days after demand, shall likewise, at the option of Lender, bear interest from and after demand at the Alternate Rate.


 


(c)          Late
Fee. Borrower acknowledges that late payment to Lender will cause Lender to incur costs not contemplated by this Agreement.
Such costs include, without limitation, processing and accounting charges. Therefore, if Borrower fails timely to pay any sum due
and payable hereunder through the Maturity Date (other than payment of the entire outstanding balance of the Loan on the Maturity
Date or on any accelerated date of payment thereof, including as a result of the exercise of any remedies by Lender after a Default),
unless waived by Lender, a late charge of four cents ($.04) for each dollar of any such principal payment, interest or other charge
due hereon and which is not paid within fifteen (15) days (i) after such payment is due in the case of regularly scheduled payments
of interest or (ii) after Borrower’s receipt of notice from Lender, shall be charged by Lender and paid by Borrower for the
purpose of defraying the expense incident to handling such delinquent payment. Borrower and Lender agree that this late charge
represents a reasonable sum considering all of the circumstances existing on the date hereof and represents a fair and reasonable
estimate of the costs that Lender will incur by reason of late payment. Borrower and Lender further agree that proof of actual
damages would be costly and inconvenient. Acceptance of any late charge shall not constitute a waiver of the default with respect
to the overdue installment, and shall not prevent Lender from exercising any of the other rights available hereunder or any other
Loan Document. Such late charge shall be paid without prejudice to any other rights of Lender.


 


(d)          Computation
of Interest. Interest shall be computed on the basis of the actual number of days elapsed in the period during which interest
or fees accrue and a year of three hundred sixty (360) days on the principal balance of the Loan outstanding from time to time.
In computing interest on the Loan, the date of the making of a disbursement of the Loan shall be included and the date of payment
shall be excluded. Notwithstanding any provision in this Section 2.6, interest in respect of the Loan shall not exceed the
maximum rate permitted by applicable law.


 


(e)          Effective
Rate. The “Effective Rate” upon which interest shall be calculated for the Loan shall, from and after the
Effective Date, be one or more of the following:


 




    	 	22	 



     


    

 


(i)          Provided
no Default exists, the Effective Rate shall be the Applicable LIBOR Rate for the Interest Period; provided, however, (x) unless
clause (y) below is applicable, in the event that the LIBOR rate or any replacement benchmark rate is no longer available, the
Base Rate shall apply, or (y) if Lender determines that LIBOR is no longer the industry standard, then it shall be replaced by
a benchmark rate (with an appropriate spread adjustment to address the change in benchmark, as determined by Lender) that Lender
then commonly utilizes (and that Lender then determines is also commonly utilized by other major commercial real estate lenders)
as a LIBOR replacement on floating rate loans secured by commercial real estate where it holds a similar right to declare a replacement.
The new rates shall take effect on the first day of the next succeeding Interest Period. Lender’s determinations under the
preceding sentence shall be conclusive absent manifest error.


 


(ii)         During
such time as a Default exists; or from and after the date on which all sums owing under the Note becomes due and payable by acceleration
or otherwise; or from and after the Maturity Date, then at the option of Lender in each case, the interest rate applicable to the
then outstanding principal balance of the Loan shall be the Alternate Rate.


 


(f)          Intentionally
Omitted.


 


(g)          Purchase,
Sale and Matching of Funds. Calculation of all amounts payable to Lender under this Article with respect to a LIBOR Loan shall
be made as though Lender had actually funded a LIBOR Loan through the purchase of deposits in the relevant market bearing interest
at the rate applicable to such LIBOR Loan in an amount equal to the amount of the LIBOR Loan and having a maturity comparable to
the relevant Interest Period; provided, however, that Lender may fund a LIBOR Loan in any manner it sees fit and the foregoing
assumption shall be used only for calculation of amounts payable under this Article.


 


2.7           PAYMENTS.


 


(a)          Manner
and Time of Payment. All payments of principal, interest and fees hereunder payable to Lender shall be made without condition
or reservation of right and free of set-off or counterclaim, in Dollars and by wire transfer (pursuant to Lender’s written
wire transfer instructions) of immediately available funds, to Lender, for the account of Lender, not later than 2:00 P.M. (Eastern
time) on the date due; and funds received by Lender after that time and date shall be deemed to have been paid on the next succeeding
Business Day.


 


(b)          Payments
on Non-Business Days. Whenever any payment to be made by Borrower hereunder shall be stated to be due on a day which is not
a Business Day, payments shall be made on the next succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest hereunder and of any fees due under this Agreement, as the case may be.


 




    	 	23	 



     


    

 


(c)          Voluntary
Prepayment.


 


(i)          Borrower
shall be entitled to repay the outstanding principal amount of the Loan in whole or in part at any time subject to satisfaction
of the following conditions precedent: (a) Borrower shall provide Lender written notice of the date of the prepayment and such
notice shall have been received by Lender not later than 4:00 p.m. (Eastern time) at least three (3) Business Days prior to the
date of such prepayment (the “Prepayment Date”; and, the date three (3) Business Days prior to the Prepayment
Date being referred to as the “Prepayment Notice Cut Off Time”), provided, however, that such notice may be
revoked at any time prior to the date of prepayment specified in such notice; if such notice is revoked after the Prepayment Notice
Cut Off Time or Borrower otherwise fails to make the prepayment in the amount and on the date specified in a notice that has not
been revoked, then Borrower shall pay to Lender, for the account of Lender, promptly upon demand any amount due under Section 2.13
that would have been payable if the amount set forth in such notice had been prepaid on the date specified in such notice; (b)
Borrower, at the time of such prepayment, shall have paid to Lender, for the account of Lender, the Spread Maintenance Premium
(if applicable; provided, that, no Spread Maintenance Premium or any other penalty or premium shall be due and payable in
connection with a mandatory prepayment in connection with a condemnation or casualty at the Property) and any amount due under
Section 2.13 incurred by the Lender in connection with such prepayment; and (c) if an Interest Rate Protection Agreement is
then in place, Borrower, at the time of such prepayment, shall have paid any and all early termination fees and other amounts due
in connection with such prepayment to the applicable counterparty (collectively, “IRPA Termination Fees”).


 


(d)          Prepayment of the Mortgage Loan. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents,
in no event shall Borrower permit Mortgage Borrower or any other Person to prepay (which shall include, without limitation, any
prepayment in connection with any acceleration of the Mortgage Loan) the Mortgage Loan in whole or in part without the prior written
approval of Lender unless the Loan is contemporaneously prepaid in full in accordance with Section 2.7(c).


 


(e)          Prepayments
After Default. After (A) the occurrence and during the continuance of a Default and (B) any acceleration of the Debt, the Spread
Maintenance Premium, if any, shall, in all cases, be deemed a portion of the Debt due and owing hereunder and under the other Loan
Documents. Without limitation of the foregoing, if, after the occurrence and during the continuance of a Default, (x) payment of
all or any part of the Debt is tendered by Borrower (voluntarily or involuntarily), a purchaser at foreclosure, or any other Person,
(y) Lender obtains a recovery of all or a portion of the Debt (through an exercise of remedies hereunder or under the other Loan
Documents or otherwise pursuant to Applicable Law), or (z) the Debt is deemed satisfied (in whole or in part) through an exercise
of remedies hereunder or under the other Loan Documents or at law, in each case, the Spread Maintenance
Premium, if any, in addition to the outstanding principal balance, all accrued and unpaid interest, and other amounts payable
under the Loan Documents, shall be deemed due and payable hereunder.


 


(f)          Liquidation
Events. In the event of any Liquidation Event, Borrower shall cause the related Net Liquidation Proceeds After Debt Service
to be deposited directly into an account designated by Lender. On each date on which Lender actually receives a distribution of
Net Liquidation Proceeds After Debt Service, if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall
be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation
Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all
other sums then due. In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service on a date other
than a Payment Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with
such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Borrower shall immediately
notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of
(i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into,
and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of the Property, on the date
on which a commitment for such refinancing is entered into.


 




    	 	24	 



     


    

 


2.8           FULL
REPAYMENT AND RECONVEYANCE. Upon receipt of all sums owing and outstanding under the Loan Documents, Lender shall
promptly terminate the UCC Financing Statements, all of the Loan Documents shall terminate and Borrower shall have no further
obligations or liabilities thereunder, except any such obligations or liabilities which by their express terms survive repayment
in full of the Loan and the termination of the Loan Documents. The Lender shall, at Borrower’s expense, execute all instruments
of termination, notices and other documents reasonably requested by Borrower to evidence the same and to put third parties on
notice thereof. Any Collateral then held by Lender shall promptly be delivered to the Borrower. Upon the written request and at
the sole cost and expense of Borrower, the Lender shall cooperate with Borrower to effect an assignment of the Note in connection
with the repayment in full of the Loan (in lieu of satisfaction) in the following manner: (i) the Lender shall assign the Note
(or an affidavit of lost Note, with respect to Lender if its Note shall have been lost, stolen, misplaced or destroyed) and the
Pledge Agreement, each without recourse, covenant or warranty of any nature, express or implied, to such new lender designated
by Borrower; (ii) any such assignment shall be conditioned on the following: (a) payment by Borrower of the reasonable third-party
costs and expenses of the Lender incurred in connection therewith (including attorneys’ fees and expenses for the preparation,
delivery and performance of such an assignment); (b) such an assignment is not then prohibited by any federal, state or local
law, rule, regulation or order or by any Governmental Authority; and (c) Borrower shall provide such other opinions, documents,
items and information which a prudent lender would require to effectuate such assignment; and (iii) Borrower shall be responsible
for all mortgage recording Taxes, recording fees and other similar charges payable in connection with any such assignment. The
assignment of the Note and the Pledge Agreement to the new lender shall be accomplished by an escrow closing conducted through
an escrow agent satisfactory to Lender (it being understood that a nationally recognized title company is satisfactory to the
Lender) and pursuant to an escrow agreement in form and substance reasonably satisfactory to Lender. Provided Lender shall have
been provided reasonable advance prior notice, Lender shall provide its Note (or a lost Note affidavit, as provided above) to
be held in escrow and with appropriate endorsements, for the purpose of effectuating the foregoing assignment. Lender shall have
no liability to Borrower or any other Person for Lender’s failure to deliver its Note (or lost Note affidavit), and the
failure to deliver such Note or affidavit, or Assignment of the Note and Pledge Agreement as contemplated hereby, shall not affect
or limit Borrower’s obligations under this Agreement or create any right, offset, defense or counterclaim for the benefit
of Borrower or any Guarantor with respect to the payment or performance of such obligations.


 


2.9           INTENTIONALLY
OMITTED.


 


2.10         INTENTIONALLY
OMITTED.


 


2.11         TAXES;
FOREIGN LENDERS.


 


(a)          FATCA.
For purposes of this Section, the term “Applicable Law” includes FATCA.


 




    	 	25	 



     


    

 


(b)          Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party 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 the Borrower or other applicable Loan Party 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) the Lender receives an amount equal to the sum it would have received
had no such deduction or withholding been made.


 


(c)          Payment
of Other Taxes by the Borrower. The Borrower and the other Loan Parties shall timely pay to the relevant Governmental Authority
in accordance with Applicable Law, or at the option of the Lender timely reimburse it for the payment of, any Other Taxes.


 


(d)          Indemnification
by the Borrower. The Borrower and the other Loan Parties shall jointly and severally indemnify Lender, within 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) payable or paid by Lender or required to be withheld or deducted from a payment to Lender
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 the Borrower by a Lender shall be conclusive absent manifest error.


 


(e)          Intentionally
Omitted.


 


(f)           Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrower or any other Loan Party to a Governmental Authority
pursuant to this Section, the Borrower or such other Loan Party shall deliver to the Lender the original or a certified copy of
a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence
of such payment reasonably satisfactory to the Lender.


 


(g)          Status
of Lender. If Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document, Lender shall deliver to the Borrower, at the time or times reasonably requested by the Borrower, such properly completed
and executed documentation reasonably requested by the Borrower as will permit such payments to be made without withholding or
at a reduced rate of withholding. In addition, Lender shall deliver such other documentation prescribed by Applicable Law or reasonably
requested by the Borrower as will enable the Borrower to determine whether or not Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and
submission of such documentation (other than such documentation set forth in the immediately following clauses (ii)(A), (ii)(B)
and (ii)(D)) shall not be required if in the 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.


 




    	 	26	 



     


    

 


(i)          Without
limiting the generality of the foregoing:


 


(A)         Lender
that is a U.S. Person shall deliver to the Borrower and the 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 the Borrower or the Administrative
Agent), 2 executed originals of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup
withholding tax;


 


(B)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the 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 the Borrower or the Administrative Agent),
whichever of the following is applicable:


 


(I)           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 originals of IRS Form W-8BEN 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 establishing an exemption from, or reduction
of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax
treaty;


 


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


 


(III)        in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal
Revenue Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is
not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder”
of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed
originals of IRS Form W-8BEN; or


 




    	 	27	 



     


    

 


(IV)        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, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form
W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership
and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign
Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such
direct and indirect partner;


 


(C)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the 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 the Borrower or the Administrative Agent),
executed originals 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 the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)         if
a payment made to 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time
or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent
such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue
Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for
the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied
with Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes
of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


Lender agrees that if
any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such
form or certification or promptly notify the Borrower in writing of its legal inability to do so.


 




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(h)          Treatment
of Certain Refunds. 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 2.11 (including by the payment of additional amounts
pursuant to this Section 2.11), 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 with respect to the Taxes giving rise to such refund), net of all reasonable 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 paragraph (h) (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 paragraph (h), in no event will the indemnified party be required to
pay any amount to an indemnifying party pursuant to this paragraph (h) 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 paragraph 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.


 


(i)          Survival.
Each party’s obligations under this Section 2.11 shall survive the resignation or replacement of the Lender or any assignment
of rights by, or the replacement of, the Lender, the termination of the Loan and the repayment, satisfaction or discharge of all
obligations under any Loan Document.


 


2.12         ADDITIONAL
COSTS; CAPITAL ADEQUACY.


 


(a)          Capital
Adequacy. If Lender or any Participant in the Loan determines that compliance with any law or regulation or with any guideline
or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect
the amount of capital required or expected to be maintained by Lender or such Participant, or any corporation controlling Lender
or such Participant, as a consequence of, or with reference to, Lender’s or such Participant’s or such corporation’s
Commitment or its making or maintaining its respective portion of the Loan or participation (as applicable) below the rate which
Lender or such Participant or such corporation controlling Lender or such Participant could have achieved but for such compliance
(taking into account the policies of Lender or such Participant or such corporation with regard to capital), then the Borrower
shall, from time to time, within thirty (30) calendar days after written demand by Lender or such Participant, pay to Lender or
such Participant additional amounts sufficient to compensate Lender or such Participant or such corporation controlling Lender
or such Participant to the extent that Lender or such Participant determines such increase in capital is allocable to Lender’s
or such Participant’s respective interest in the Loan. This Section 2.12(a) shall not apply to Taxes which shall be governed
by Section 2.12(b)


 




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(b)          Additional
Costs. In addition to, and not in limitation of the immediately preceding clause (a), the Borrower shall promptly pay to the
Lender for the account of Lender from time to time such amounts as Lender may reasonably determine to be necessary to compensate
Lender for any costs incurred by Lender that it determines are attributable to its making or maintaining of a LIBOR Loan or its
obligation to make a LIBOR Loan hereunder, any reduction in any amount receivable by Lender under this Agreement or any of the
other Loan Documents in respect of such LIBOR Loan or such obligation or the maintenance by Lender of capital in respect of its
LIBOR Loan or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional
Costs”), resulting from any Regulatory Change that: (i) subjects Lender to any Taxes under this Agreement or any of the
other Loan Documents in respect of any of such portions of the Loan or its Commitments (other than (A) Indemnified Taxes, (B) Taxes
described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), or (ii) imposes or modifies
any reserve, special deposit or similar requirements (including without limitation, Regulation D of the Board of Governors
of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category
of extensions of credit or other assets by reference to which the interest rate on portions of the Loan is determined) relating
to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any
other acquisition of funds by, Lender (or its parent corporation), or any commitment of Lender (including, without limitation,
the Commitments of Lender hereunder) or (iii) has or would have the effect of reducing the rate of return on capital of Lender
to a level below that which Lender could have achieved but for such Regulatory Change (taking into consideration Lender’s
policies with respect to capital adequacy).


 


(c)          Lender’s
Suspension of LIBOR Loans. Without limiting the effect of the provisions of the immediately preceding subsections (a)
and (b), if by reason of any Regulatory Change, Lender either (i) incurs Additional Costs based on or measured by the excess above
a specified level of the amount of a category of deposits or other liabilities of Lender that includes deposits by reference to
which the interest rate on a LIBOR Loan or any Loan based on a replacement benchmark rate is determined as provided in this Agreement
or a category of extensions of credit or other assets of Lender that includes LIBOR Loans or (ii) becomes subject to restrictions
on the amount of such a category of liabilities or assets that it may hold, then, if Lender so elects by notice to the Borrower,
the obligation of Lender to make a LIBOR Loan or any Loan based on a replacement benchmark rate hereunder shall be suspended and
the Loan shall be converted automatically to a Base Rate Loan on the first day of the next succeeding Interest Period or such earlier
period required by law until such Regulatory Change ceases to be in effect (in which case the provisions of Section 2.14 shall
apply).


 


(d)          Notification
and Determination of Additional Costs. The Lender and each Participant, as the case may be, agrees to notify the Borrower of
any event occurring after the Effective Date entitling the Lender or such Participant to compensation under any of the preceding
subsections of this Section as promptly as practicable; provided, however, that the failure of the Lender or any Participant to
give such notice shall not release the Borrower from any of its obligations hereunder; provided further, that Borrower shall not
be responsible for any such compensation incurred more than 180 days prior to the date that Lender or such Participant notifies
the Borrower of the event giving rise to such increased costs. The Lender and each Participant, as the case may be, agrees to furnish
to the Borrower a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations
by the Lender or such Participant, as the case may be, of the effect of any Regulatory Change and of the amount(s) payable pursuant
to this Section 2.12 shall be conclusive and binding for all purposes, absent manifest error. Borrower’s obligations under
Sections 2.12(a) and 2.12(b) shall survive repayment of the Loan and termination of the Loan Documents.


 




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(e)          Suspension
of LIBOR Loans or Loans based on a Replacement Benchmark Rate. Anything herein to the contrary notwithstanding, except as provided
in Section 2.6(e)(i) with respect to the anticipated replacement of LIBOR with a new benchmark rate, if, on or prior to the determination
of LIBOR or a Loan based on a replacement benchmark rate for any Interest Period:


 


(i)          the
Lender reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits
referred to in the definition of LIBOR or in respect of a Loan based on a replacement benchmark rate are not being provided in
the relevant amounts or for the relevant maturities for purposes of determining rates of interest for a LIBOR Loan or a Loan based
on a replacement benchmark rate as provided herein or is otherwise unable to determine LIBOR or replacement benchmark rate, or


 


(ii)         the
Lender reasonably determines (which determination shall be conclusive) that the relevant rates of interest referred to in the definition
of LIBOR or in respect of a Loan based on a replacement benchmark rate upon the basis of which the rate of interest for a LIBOR
Loan or Loan based on a replacement benchmark rate for such Interest Period is to be determined are not likely to adequately cover
the cost to Lender of making or maintaining a LIBOR Loan or Loan based on a replacement benchmark rate for such Interest Period;


 


then the Lender shall give the Borrower
prompt notice thereof and, so long as such condition remains in effect, the Lender shall be under no obligation to make a LIBOR
Loan or Loan based on a replacement benchmark rate and the Loan shall be converted automatically to a Base Rate Loan on the first
day of the next succeeding Interest Period or such earlier period as required by law until such time, if any, as Lender shall determine
that the event(s) or circumstances(s) which resulted in such conversion shall no longer be applicable (in which case the provisions
of Section 2.14 shall apply).


 


(f)          Illegality.
Notwithstanding any other provision of this Agreement, if Lender shall determine (which determination shall be conclusive and binding)
that it is unlawful for Lender to honor its obligation to make or maintain a LIBOR Loan or replacement benchmark rate Loan hereunder,
then Lender shall promptly notify the Borrower thereof and the obligation of Lender to make a LIBOR Loan or replacement benchmark
rate Loan shall be cancelled and the Loan shall be converted automatically to a Base Rate Loan on the first day of the next succeeding
Interest Period or such earlier period as required by law, until such time as Lender may again make and maintain a LIBOR Loan or
replacement benchmark rate Loan (in which case the provisions of Section 2.14 shall be applicable).


 


(g)          Intentionally
Omitted.1


 





 






1
Change in branch office provision not applicable to Lender since it has one location.


 




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2.13         COMPENSATION.
The Borrower shall pay to the Lender for the account of Lender, upon the request of the Lender, such amount or amounts as Lender
shall determine in its sole discretion shall be sufficient to compensate Lender for any loss, cost or expense attributable to:


 


(a)          any
payment or prepayment (whether mandatory or optional) of a LIBOR Loan (or Loan based upon the replacement benchmark rate) or conversion
of a LIBOR Loan (or Loan based upon the replacement benchmark rate) made by Lender for any reason (including, without limitation,
acceleration) on a date other than the last day of the Interest Period for such LIBOR Loan (or Loan based upon the replacement
benchmark rate); or


 


(b)          Not
in limitation of the foregoing, such compensation shall include, without limitation; in the case of a LIBOR Loan (or Loan based
upon the replacement benchmark rate), an amount equal to the then present value of (A) the amount of interest that would have accrued
on such LIBOR Loan (or Loan based upon the replacement benchmark rate) for the remainder of the Interest Period at the rate applicable
to such LIBOR Loan (or Loan based upon the replacement benchmark rate), less (B) the amount of interest that would accrue on the
same LIBOR Loan (or Loan based upon the replacement benchmark rate) for the same period if LIBOR or the replacement benchmark rate
were set on the date on which such LIBOR Loan (or Loan based upon the replacement benchmark rate) was repaid, prepaid or converted
or the date on which the Borrower failed to borrow, convert into or continue such LIBOR Loan (or Loan based upon the replacement
benchmark rate) calculating present value by using as a discount rate LIBOR or the replacement benchmark rate quoted on such date.
Determinations by Lender of the amount payable pursuant to this Section 2.13 shall be conclusive and binding for all purposes,
absent manifest error. Borrower’s obligations under Sections 2.12(a) and 2.12(b) shall survive repayment of the Loan and
termination of the Loan Documents.


 


2.14         TREATMENT
OF AFFECTED LOANS.


 


(a)          If
Lender gives notice to the Borrower that the circumstances that gave rise to the conversion of a LIBOR Loan (or
Loan based upon the replacement benchmark rate) no longer exist (which Lender agrees to do promptly upon such circumstances
ceasing to exist) then Lender’s Base Rate Loan shall be automatically converted, on the first day of the next succeeding
Interest Period to a LIBOR Loan or Loan based on the replacement benchmark rate, as applicable. Notwithstanding any provision of
this Agreement to the contrary, in no event shall Borrower have the right to elect to convert a LIBOR Loan or Loan based on the
replacement benchmark rate, as applicable, to a Base Rate Loan.


 


2.15         INTENTIONALLY
OMITTED.


 


2.16         iNTENTIONALLY
OMITTED.


 


ARTICLE 3. DISBURSEMENT


 


3.1           CONDITIONS
PRECEDENT. As conditions precedent to the making of the Loan, each of the following conditions shall be satisfied
prior to the execution and delivery of this Agreement and the closing of the Loan (provided that the execution and delivery of
this Agreement by Lender shall mean that each of such conditions are deemed satisfied as of such date):


 




    	 	32	 



     


    

 


(a)          Lender
shall have received and approved documentation regarding Borrower’s, Mortgage Borrower’s and Guarantor’s capital
structure, any other documents or agreements of any kind reasonably requested by Lender concerning the financial condition of Borrower,
Mortgage Borrower or Guarantor (in the form previously delivered to Lender), and Lender shall have approved the current financial
condition of Borrower, Mortgage Borrower and Guarantor.


 


(b)          Lender
shall have received and approved, from Borrower, Mortgage Borrower and Guarantor copies certified as true and complete of the following
documents from the applicable governmental authority: (i) the articles or certificate of incorporation, certificate of partnership,
or certificate of limited liability company, as applicable; and (ii) good standing certificates or certificates of existence from
the jurisdictions in which each such Person is organized and/or qualified to do business dated not more than thirty (30) days prior
to the Effective Date. Lender shall have received and approved true and complete copies of the by-laws, partnership agreement or
operating agreement, as applicable, of Borrower, and Guarantor, certified as of the Effective Date as complete and correct copies
thereof by the Secretary or an Assistant Secretary, general partner, manager or other authorized representative reasonably acceptable
to Lender, of such Person.


 


(c)          The
Borrower shall have executed and delivered to Lender or shall have caused to be executed and delivered to Lender all Loan Documents
and Other Related Documents, which Loan Documents and Other Related Documents shall be in form and substance satisfactory to Lender
and Lender shall have received and approved all other documents, instructions, policies, and forms of evidence or other materials
requested by Lender under the terms of this Agreement or any of the other Loan Documents, including without limitation, policies
(or certificates satisfactory to Lender) of insurance as may be required by Lender pursuant to this Agreement.


 


(d)          Lender
shall have received and approved a current survey of the Property and prepared by a licensed surveyor acceptable to Lender and
title insurer who shall certify such survey to Lender and the title insurer.


 


(e)          Lender
shall have received and approved UCC, tax and judgment lien searches on the Property, Collateral, the Borrower, Mortgage Borrower
and Guarantor, as requested by Lender, showing no liens or violations, dated not more than thirty (30) days prior to the Effective
Date.


 


(f)          (A)
the UCC Policy, together with any endorsements which Lender may require, insuring the principal amount of the Loan and the validity
of the lien of the Collateral, subject to no other liens, and (B) the Owner’s Title Policy, together with any endorsements
which Lender may require, including, but not limited to the mezzanine financing endorsement, insuring the Mortgage Borrower as
the owner of the Property;


 


(g)          Lender’s
internal loan committee shall have given final internal credit and underwriting approval for the Loan.


 




    	 	33	 



     


    

 


(h)          Lender
shall have received an Appraisal confirming to the satisfaction of Lender that the LTV does not exceed seventy percent (70%).


 


(i)           Lender
shall have received a copy of the resolutions, in form and substance satisfactory to Lender, of the Borrower and Guarantor, authorizing
the execution, delivery and performance of the Loan Documents and Other Related Documents to which such Person is a party and the
transactions contemplated thereby, certified as of the Effective Date by the Secretary or an Assistant Secretary, general partner,
manager or other authorized representative reasonably acceptable to Lender, as applicable, which certificates shall be in form
and substance satisfactory to Lender and shall state that the resolutions thereby certified have not been amended, modified, revoked
or rescinded.


 


(j)           No
litigation or other proceeding shall be filed, pending or threatened in writing against the Property, Borrower, Mortgage Borrower,
or Guarantor which are reasonably likely to have a Material Adverse Effect.


 


(k)          No
law, rule, regulation or court or administrative decision is reasonably likely to have a Material Adverse Effect.


 


(l)           Lender
shall be satisfied that no material adverse change has occurred to Borrower, Mortgage Borrower, Guarantor or the Property, including
without limitation that there has not occurred: (i) a material decline in the financial condition of Borrower, Mortgage Borrower,
or any Guarantor; (ii) the downgrading of Borrower’s Mortgage Borrower’s, or any Guarantor’s credit rating; (iii)
a materially adverse change in the physical condition of the Property; or (iv) a change in market conditions which could affect
the value and/or leasing of the Property.


 


(m)         Lender
shall have reviewed and approved the Management Agreement.


 


(n)          Lender
shall have received payment for all fees, costs and expenses required to be paid by Borrower under this Agreement.


 


(o)          Lender
shall have received environmental reports and property condition report for the Improvements satisfactory to it in its sole discretion.


 


(p)          The
Borrower shall have delivered to Lender all opinions from counsel as Lender may reasonably require, including, without limitation,
due execution and authority opinions and enforceability opinions, in form and substance satisfactory to Lender.


 


(q)          The
Borrower shall have delivered all insurance certificates with respect to the policies required under the Mortgage Loan Documents.


 


(r)           Lender
shall have received and approved all Existing Leases affecting the Property as of the date hereof and Borrower shall have delivered
to Lender a certified copy of the rent roll for the Property.


 


(s)          Lender
shall have received an executed estoppel certificate from Ernst & Young U.S. LLP which is satisfactory to Lender.


 




    	 	34	 



     


    

 


(t)           Lender
shall have received a chart showing the organizational structure of the Borrower and Guarantor that is certified by Borrower to
be true and correct and that is reasonably acceptable to Lender.


 


(u)          Lender
shall have received evidence that the Property complies with applicable zoning and land use laws (which evidence may include, if
requested by Lender, a third party zoning report).


 


(v)          All
Property Taxes then due and payable shall have been paid.


 


(w)         All
Liens upon the Collateral shall have been discharged (regardless of whether insured by the Owner’s Title Policy delivered
to Lender).


 


(x)          The
Borrower and the Guarantor shall have satisfied Lender’s Patriot Act requirements.


 


(y)          Lender
shall have received an operating statement of the Borrower for the year ending December 31, 2017, and the quarter ending September
30, 2017.


 


(z)          Lender
shall have received copies of all Material Contracts.


 


(aa)        Lender
shall be satisfied that the DSCR shall be equal to or greater than 1.25x.


 


(bb)       Lender
shall have received any other documentation or information that it shall have reasonably requested.


 


Unless set forth in writing to the contrary
in a separate instrument delivered to Borrower prior to closing, the making of the Loan by Lender shall constitute a confirmation
by Lender to the Lender that insofar as Lender is concerned the Borrower has satisfied the conditions precedent set forth in Section
3.1.


 


3.2           ACCOUNT,
PLEDGE AND ASSIGNMENT. As additional security for Borrower’s performance under the Loan Documents, Borrower
hereby irrevocably pledges and assigns to Lender, all monies at any time deposited in any escrow or account that may, from time
to time, be required to be maintained pursuant to this Agreement, and the including all interest earned, all certificates, instruments
and securities, if any, from time to time. It is hereby acknowledged, that any monies invested, if applicable, shall be invested
solely in Permitted Investments. All disbursements shall be held by the Mortgage Borrower or Borrower, as applicable, solely for
the purpose for which the funds have been disbursed. The Lender has no obligation to monitor or determine Borrower’s or
Mortgage Borrower’s use or application of the disbursements. Any monies delivered to Borrower or Mortgage Borrower from
such accounts may be retained, applied and distributed by Borrower or Mortgage Borrower free of the lien of the Loan Documents.


 




    	 	35	 



     


    

 


3.3           FUNDS
TRANSFER DISBURSEMENTS. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted
by Borrower; or (ii) made in Borrower’s name and accepted by Lender in good faith and in compliance with these transfer
instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Lender may rely solely
on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of funds transfer
even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Lender is not
obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Lender takes any
actions in an attempt to detect errors in the transmission or content of transfer requests or takes any actions in an attempt
to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Lender takes these actions Lender
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 Lender and Borrower. Borrower agrees to notify Lender of any errors in the transfer of any funds or of any unauthorized
or improperly authorized transfer requests within fourteen (14) days after Lender’s confirmation to Borrower of such transfer.
Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Lender
may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b)
require use of a bank unacceptable to Lender or prohibited by government authority; (c) cause Lender to violate any Federal Reserve
or other regulatory risk control program or guideline; or (d) otherwise cause Lender to violate any applicable law or regulation.
Lender shall not 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 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 Lender’s control, or (iii) any special, consequential, indirect
or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Lender or Borrower knew
or should have known the likelihood of these damages in any situation. Lender does not make any representations or warranties
other than those expressly made in this Agreement.


 


ARTICLE 4. AFFIRMATIVE COVENANTS


 


From the date hereof
and until payment and performance in full of all Obligations of Borrower under the Loan Documents, unless the Lender shall otherwise
consent, Borrower hereby covenants and agrees with the Lender that:


 


4.1           PRESERVATION
OF EXISTENCE AND SIMILAR MATTERS. Borrower shall, and shall cause Mortgage Borrower and Guarantor to, preserve
and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or
formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties
or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified
could reasonably be expected to have a Material Adverse Effect.


 




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4.2           COMPLIANCE
WITH APPLICABLE LAW. Borrower shall and shall cause Mortgage Borrower and Guarantor to, comply with Applicable
Law, including the obtaining of all Governmental Approvals, the failure with which to comply could reasonably be expected to have
a Material Adverse Effect.


 


4.3           MAINTENANCE
OF PROPERTY. In addition to the requirements of any of the other Loan Documents, Borrower shall and shall cause
Mortgage Borrower to (a) protect and preserve the Property and Collateral and maintain such Property and Collateral in good repair,
working order and condition, ordinary wear and tear excepted, and (b) from time to time make or cause to be made all needed and
appropriate repairs, renewals, replacements and additions to the Property, so that the business carried on in connection therewith
may be properly and advantageously conducted at all times.


 


4.4           PAYMENT
OF TAXES AND CLAIMS. Borrower shall and shall cause Mortgage Borrower to pay and discharge prior to delinquency
(a) all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties
belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials,
supplies and rentals which, if unpaid, might become a Lien on any properties of such Person; provided, however, that this Section
shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good
faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established
on the books of such Person in accordance with GAAP or International Financial Reporting Standards, provided, further, however,
that, in the event of any Taxes or claims that become a Lien on the Property, Borrower or Mortgage Borrower shall only be permitted
to not pay such tax or claim if, and so long as, (a) Borrower shall have notified Lender of same within ten (10) days of obtaining
actual knowledge of such Lien; (b) Borrower shall cause Mortgage Borrower to diligently and in good faith contest the same by
appropriate legal proceedings which shall operate to prevent the foreclosure or collection of the same and the sale of the Property
or any party thereof, to satisfy the same; (c) upon request of Lender, Borrower shall have furnished to Lender a cash deposit,
or a Letter of Credit, in the amount of such Taxes or other claims, plus a reasonable additional sum to pay all costs, interest
and penalties that may be imposed or incurred in connection therewith, to assure payment of the matters under contest and to prevent
any sale or forfeiture of the Property or any part hereof; (d) Borrower shall promptly upon final determination thereof pay the
amount of any such Taxes or other claims so determined, together with all costs, interest and penalties which may be payable in
connection therewith; (e) the failure to pay the Taxes or other claims does not constitute a default under any other deed of trust,
mortgage or security interest covering or affecting any part of the Property; and (f) notwithstanding the foregoing, Borrower
shall immediately upon request of Lender pay (and if Borrower shall fail so to do, Lender may, but shall not be required to, pay
or cause to be discharged or bonded against) any such Taxes or other claims notwithstanding such contest, if in the reasonable
opinion of Lender, the Property or any part thereof or interest therein may be in danger of being sold, forfeited, foreclosed,
terminated, canceled or lost. Lender may pay over any cash deposit or the proceeds of any Letter of Credit to the claimant entitled
thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.


 




    	 	37	 



     


    

 


4.5           INSPECTIONS.
Borrower will, and will cause Mortgage Borrower and Guarantor to, keep proper books of record and account in which full, true
and correct entries shall be made of all dealings and transactions in relation to its business and activities, including, with
respect to the Borrower, the disbursement and use of proceeds of the Loan. Borrower will, and will cause Mortgage Borrower and
Guarantor to, permit representatives of the Lender to visit and inspect its respective Property, subject to the right of tenants,
to examine and make copies of or abstracts from any of their respective books and records and to discuss their respective affairs,
finances and accounts with their respective officers, employees and independent public accountants (in Borrower’s presence
if a Default does not then exist), all at such reasonable times during business hours and as often as may reasonably be requested
and so long as no Default exists, with reasonable prior notice. Borrower shall be obligated to reimburse the Lender for its costs
and expenses incurred in connection with the exercise of its rights under this Section only if such exercise occurs while a Default
exists.


 


4.6           USE
OF PROCEEDS. The Borrower shall not, and shall not permit Guarantor, to use any part of such proceeds to purchase
or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing
or carrying any such margin stock.


 


4.7           MATERIAL
CONTRACTS. Borrower shall cause Mortgage Borrower to duly and punctually perform and comply with any and all material
representations, warranties, covenants and agreements expressed as binding upon Mortgage Borrower under any Material Contract
in which Mortgage Borrower is a party or is bound. The Borrower shall not cause Mortgage Borrower to do or knowingly permit to
be done anything to impair materially the value of any of the Material Contracts.


 


4.8           DAMAGES;
INSURANCE AND CONDEMNATION PROCEEDS.


 


(a)          If
the Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower
shall give prompt notice of such damage to Lender, where the cost to repair and restore is in excess of the Casualty Threshold,
and shall as soon as reasonably practicable commence and thereafter cause Mortgage Borrower to prosecute with reasonable diligence
the completion of the restoration of the Property as nearly as possible to the condition the Property was in immediately prior
to such Casualty with such alterations thereto as may be required by law (the “Restoration”). Borrower shall
pay all costs of such Restoration whether or not such costs are covered by insurance.


 


(b)          Borrower
shall promptly give Lender notice upon becoming aware of the same, of the actual or threatened commencement of any proceeding for
the condemnation of the Property (a “Condemnation”) and shall deliver to Lender copies of any and all papers
served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time
deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute,
as would then be customary and commercially reasonable, any such proceedings, and shall consult with Lender, its attorneys and
experts, and 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, but not limited to, any transfer made in lieu of or in
anticipation of the exercise of such taking), Borrower shall continue to pay the Loan at the time and in the manner provided for
its payment hereunder and the Loan shall not be reduced until any award shall have been actually received and, to the extent permitted,
applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Loan. If any portion of
the Property is taken by a condemning authority, Borrower shall cause Mortgage Borrower to as soon as reasonably practicable commence
and thereafter prosecute with reasonable diligence the Restoration of the remaining portion of the Improvements (or cause the same
to be done) to a complete, self-contained architectural unit in good condition and repair that is, to the extent possible with
such exercise of reasonable diligence, as nearly as possible to the condition the Property was in immediately prior to such Casualty
with such alterations thereto as may be required by law.


 




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4.9           Restoration


 


Borrower shall,
or shall cause Mortgage Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that
are delivered to Mortgage Lender under the Mortgage Loan Agreement in connection with a restoration of the Property after a Casualty
or Condemnation. If any insurance proceeds or condemnation awards are to be disbursed by Mortgage Lender for restoration, Borrower
shall deliver or cause to be delivered to Lender copies of all written correspondence delivered to and received from Mortgage
Lender that relates to the restoration and release of the insurance proceeds or condemnation awards.


 


Notwithstanding any
provision in this Agreement to the contrary, all insurance proceeds and condemnation awards will be made available to Mortgage
Borrower in accordance with the Mortgage Loan Agreement. In the event the Mortgage Loan has been paid in full and Lender receives
any insurance proceeds or condemnation award, Lender shall either apply such proceeds to the Debt or for the restoration of the
Property in accordance with the same terms and conditions contained in the Mortgage Loan Agreement.


 


4.10         Rights
of Lender


 


Borrower shall obtain the approval of Lender
for each matter requiring the approval of Mortgage Lender under the provisions of the Mortgage Loan Agreement with respect to Restoration
after Casualty and Condemnation, with each reference in any such provisions to the "Loan" to include the Mortgage Loan
and the Loan, and the reference in any such provisions to the "Maturity Date" to mean the Maturity Date, as defined herein.
If the Mortgage Lender does not require the deposit by the Mortgage Borrower of the "Net Proceeds Deficiency" pursuant
to the Mortgage Loan Agreement, Lender shall have the right to demand that Borrower make a deposit of said "Proceeds Deficiency"
in accordance with the terms of such Section (as if each reference therein to "Borrower" and "Lender" referred
to Borrower and Lender, respectively).


 


4.11         THE
IMPROVEMENTS. Borrower covenants to cause Mortgage Borrower: (a) not to remove or demolish the Property or Collateral
or any part thereof, not to alter, restore or add to the Property or Collateral and not to initiate or acquiesce in any change
in any zoning or other land classification which affects the Property without Lender’s prior written consent or as provided
hereunder except for (i) tenant improvement work provided for in any Lease and (ii) any alteration of the Property, the cost of
which in the aggregate does not exceed the Alteration Threshold and is not reasonably expected to have a Material Adverse Effect;
(b) to complete or restore promptly and in good and workmanlike manner the Property and Collateral, or any part thereof which may
be damaged or destroyed, without regard to whether the Lender elects to require that insurance proceeds be used to reduce the Loan
as provided in Section 4.9; (c) to comply with all covenants, conditions, restrictions and equitable servitudes, whether public
or private, of every kind and character which affect the Property or Collateral and pertain to acts committed or conditions existing
thereon, including, without limitation, any work, alteration, improvement or demolition mandated by such laws, covenants or requirements
unless such failure to comply is not reasonably expected to have a Material Adverse Effect; and (d) not to commit or permit waste
of the Property or Collateral.


 




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ARTICLE 5. INSURANCE


 


5.1           REQUIRED
INSURANCE. At
all times during this Agreement except as expressly provided to the contrary, while any obligation of Borrower under any Loan Document
remains outstanding, Borrower shall cause Mortgage Borrower to maintain all insurance as required by the Mortgage Loan Documents.
In addition, Borrower shall cause the Lender to be included as additional insured under each of the insurance policies described
in Section 5.1 (d) and (g) of the Mortgage Loan Agreement. Borrower shall provide Lender with evidence of all insurance required
hereunder simultaneously with Mortgage Borrower’s provision of such evidence to Mortgage Lender.


 


5.2           INTENTIONALLY
OMITTED.


 


ARTICLE 6. REPRESENTATIONS AND WARRANTIES


 


As a material inducement
to Lenders’ entry into this Agreement, Borrower represents and warrants to Lender and each Lender as of the Effective Date
that:


 


6.1           AUTHORITY/ENFORCEABILITY.
Borrower is a limited liability company duly organized, validly existing and in good standing in the jurisdiction in which it
is organized. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be
so qualified in connection with its respective Property, its businesses and operations. Borrower has the limited liability company
power and authority to enter into each of the Loan Documents being entered into on the date hereof to which it is a party and
to perform its obligations thereunder. Borrower is in compliance with all Applicable Law applicable to its organization, existence
and transaction of business and has all necessary rights and powers to own the Collateral as contemplated by the Loan Documents.
Without limiting the foregoing, Borrower has sufficient control over Mortgage Borrower to cause Mortgage Borrower to (i) take
any action on Mortgage Borrower’s part required by the Loan Documents and (ii) refrain from taking any action prohibited
by the Loan Documents. Upon the realization of the Collateral under the Pledge Agreement, Lender or any other party succeeding
to Borrower’s interest in the Collateral described in the Pledge Agreement would have such control. Mortgage Borrower is
in compliance with all Applicable Law applicable to its organization, existence and transaction of business other than Applicable
Law, the noncompliance with which, would not reasonably be expected to have a Material Adverse Effect and has all necessary rights
and powers to own and operate the Property and Improvements as contemplated by the Loan Documents.


 




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6.2           BINDING
OBLIGATIONS. Borrower has taken all necessary action to authorize the execution, delivery and performance of this
Agreement and the other Loan Documents. This Agreement and the other Loan Documents have been duly executed and delivered by or
on behalf of Borrower and constitutes the legal, valid and binding obligations of Borrower enforceable against Borrower in accordance
with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors
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).


 


6.3           FORMATION
AND ORGANIZATIONAL DOCUMENTS. Borrower has delivered to Lender all formation and organizational documents of
Borrower, Mortgage Borrower and of Guarantor, and all such formation and organizational documents remain in full force and
effect and have not been amended or modified since they were delivered to Lender. The Borrower shall immediately provide
Lender with copies of any amendments or modifications of the formation or organizational documents. Attached hereto as Exhibit
G is a true and correct organizational chart of Borrower.


 


6.4           NO
VIOLATION. The execution, delivery, and performance under the Loan Documents by Borrower does not: (a) require
any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation,
bylaws or other document; (b) violate any Applicable Law applicable to the Borrower and the Mortgage Borrower, the Property,
the Collateral and Improvements or any other statute, law, regulation or ordinance or any order or ruling of any court or Governmental
Authority; (c) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement,
contract, lease, or other document by which the Borrower, the Mortgage Borrower, the Property, the Collateral or the Improvements
are bound or regulated; or (d) violate any statute, law, regulation or ordinance, or any order of any court or Governmental
Authority.


 


6.5           COMPLIANCE
WITH LAWS. Borrower has, and at all times, or shall have caused Mortgage Borrower to have obtained, all material
permits, licenses, exemptions, and approvals necessary to occupy and operate the Property and Improvements, and shall cause Mortgage
Borrower to maintain compliance in all material respects with all Applicable Law applicable to the Property and Improvements and
all other applicable statutes, laws, regulations and ordinances necessary for the transaction of its business. The Property is
a legal parcel lawfully created in full compliance with all subdivision laws and ordinances or is exempt therefrom.


 


6.6           LITIGATION.
Except as disclosed on Schedule III attached hereto, there are no uninsured claims, actions, suits, or proceedings
pending, or to Borrower’s knowledge threatened, against Borrower, Mortgage Borrower or Guarantor or affecting the Collateral,
the Property or Improvements that is reasonably likely to have a Material Adverse Effect.


 




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6.7           FINANCIAL
CONDITION. All financial statements and information heretofore delivered to Lender by the Borrower, including,
without limitation, information relating to the financial condition of the Borrower, the Property, the Improvements, the partners,
joint venturers or members of Borrower, Mortgage Borrower and/or Guarantor, fairly and accurately represent the financial condition
of the subject thereof as of the date thereof and have been prepared (except as noted therein) in accordance with GAAP consistently
applied. Borrower acknowledges and agrees that Lender may request and obtain additional information from third parties regarding
any of the above, including, without limitation, credit reports. Notwithstanding the use of generally accepted accounting principles,
the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such
liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS
159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect
fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally
is the contractual amount owed adjusted for amortization or accretion of any premium or discount. The value of Borrower’s
personal property does not exceed 15% of the value of all of its assets.


 


6.8           NO
MATERIAL ADVERSE CHANGE. To the best of the Borrower’s knowledge, there has been no material adverse change
in the financial condition of Borrower, Mortgage Borrower and/or Guarantor since the dates of the latest financial statements
furnished to Lender and, except as otherwise disclosed to Lender in writing, Borrower has not entered into, and has not caused
or permitted Mortgage Borrower to enter into, any material transaction which is not disclosed in such financial statements. Borrower
is not party to any agreement or instrument or subject to any restriction affecting Borrower, Mortgage Borrower, the Collateral
or the Property, or Borrower’s and/or Mortgage Borrower’s business, properties or assets, operations or condition,
financial or otherwise, that is reasonably likely to have a Material Adverse Effect. Borrower is not in default in any material
respect in the performance, observance or fulfillment of any of the material obligations, covenants or conditions contained in
any Material Contract.


 


6.9           SURVEY.
To the knowledge of Borrower and Mortgage Borrower, there are no encroachments of the Property onto any other property, except
as revealed in the Survey.


 


6.10         ACCURACY.
All reports, documents, instruments, information and forms of evidence in each case prepared by Borrower and delivered to Lender
concerning the Loan or the Property are in all material respects accurate, correct and sufficiently complete to give Lender and
Lenders true and accurate knowledge of their subject matter as of the date provided to Lender.


 


6.11         TAX
LIABILITY. Borrower has filed all required federal, state, county and municipal tax returns and, to Borrower’s
best knowledge, has paid all taxes and assessments owed and payable, and Borrower has no knowledge of any basis for any additional
payment with respect to any such taxes and assessments. All mortgage, mortgage recording, stamp, intangible or other similar tax
required to be paid by any Person under Applicable Law currently in effect in connection with the execution, delivery, recordation,
filing, registration, perfection or enforcement of any of the Mortgage Loan Documents, including, without limitation, the Deed
of Trust, have been paid. Mortgage Borrower has filed all required federal, state, county and municipal tax returns and has paid
all taxes and assessments owed and payable, and Borrower, on behalf of Mortgage Borrower, has no knowledge of any basis for any
additional payment with respect to any such taxes and assessments.


 




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6.12         TITLE
TO ASSETS; NO LIENS. Mortgage Borrower has good and indefeasible title to the Property, free and clear of all liens
and encumbrances except Permitted Liens. The Permitted Liens do not and will not materially adversely affect or interfere with
the value, or materially adversely affect or interfere with the current use or operation, of the Property or the ability of Borrower
to repay the Note or any other amount owing under the Note, the Pledge Agreement, the Loan Agreement, or the other Loan Documents
or to perform its obligations thereunder in accordance with the terms of the Loan Agreement, the Note, the Pledge Agreement or
the other Loan Documents. Other than Mortgage Lender, no Person other than Mortgage Borrower holds any interest in any payments
due under such Leases. Borrower shall cause Mortgage Borrower to forever warrant, defend and preserve the title to the Property
and to forever warrant and defend the same to Lender against the claims of all persons whomsoever, subject to Permitted Liens.


 


Borrower is the record and beneficial owner
of, and has good and indefeasible title to, the Collateral, free and clear of all Liens whatsoever, other than that Lien in favor
of Lender. The Pledge Agreement, together with the UCC Financing Statements relating to the Collateral when properly filed in the
appropriate records, will create a valid, perfected first priority security interests in and to the Collateral, all in accordance
with the terms thereof for which a Lien can be perfected by filing a UCC Financing Statement. For so long as the Lien of the Pledge
Agreement is outstanding, Borrower shall forever warrant, defend and preserve such title and the validity and priority of the Lien
of the Pledge Agreement and shall forever warrant and defend such title, validity and priority to Lender against the claims of
all persons whomsoever.


 


6.13         MANAGEMENT
AGREEMENT. Mortgage Borrower is not a party or subject to any management agreement with respect to the Property,
except for the Management and Leasing Agreement, dated as of October 15, 2013, between Brookfield Properties Management (CA),
Inc., as “Property Manager,” and Borrower, as “Owner” (the “Management Agreement”).


 


6.14         UTILITIES.
All utility services, including, without limitation, gas, water, sewage, electrical and telephone, necessary for the use and operation
of the Property and Improvements are available at or within the boundaries of the Property.


 


6.15         FEDERAL
RESERVE REGULATIONS. No part of the proceeds of the Loan shall 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 Applicable Law or by the terms and conditions of this Agreement or the other Loan Documents.


 




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6.16         LEASES
(a) The rent roll attached hereto as Schedule II is true, correct and complete in all material respects; (b) Borrower has
delivered to Lender true and correct copies of all of its Existing Leases; (c) all Existing Leases are in full force and
effect, unmodified except as disclosed to Lender, and are, in all material respects, enforceable in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, and, except as may be set forth in the Rent
Roll or tenant estoppel certificates, no breach or default, or event which would constitute a breach or default after notice
or the passage of time, or both, exists under any Existing Leases on the part of landlord or, to Borrower’s knowledge,
any tenant; (d) except as set forth on Schedule VI, neither Borrower nor Mortgage Borrower is in any dispute or proceeding
with any tenant under a Lease; (e) except as set forth on Schedule VI, Borrower has not received any notice of termination or
written notice of non-renewal with respect to any Lease; (f) except as may be set forth in the Rent Roll, the tenant estoppel
certificates or the Leases, no rent or other payment under any Existing Lease has been paid by any tenant for more than one
(1) month in advance of the due date thereof; (g) except as may be set forth in the Rent Roll or tenant estoppel
certificates, none of the landlord’s nor, to Borrower’s knowledge, tenant’s interests under any of the
Existing Leases has been transferred or assigned; (h) no tenant or other Person has any option, right of first refusal or
offer, or any other preferential right to purchase all or any portion of, or interest in, the Property; (i) except as set
forth on Schedule VI, all work to be performed by the landlord under each Lease has been performed as required and has been
accepted by the applicable tenant; and (j) Schedule VI sets forth the outstanding amount of all free rent, tenant
improvement allowances, leasing commissions, and cash inducements due for Leases executed on or prior to the date hereof.


 


6.17         BUSINESS
LOAN. The Loan is a business loan transaction in the stated amount solely for the purpose of carrying on the business
of Borrower and none of the proceeds of the Loan will be used for the personal, family or agricultural purposes of the Borrower.


 


6.18         PHYSICAL
CONDITION. Except as disclosed in the Property Condition Report, to Borrower’s best knowledge, the Property,
including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing
systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping,
irrigation systems and all structural components thereon or used in connection therewith, are in good condition, order and repair
in all material respects; there exists no structural or other material defects or damages in the Property, whether latent or otherwise,
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. The Property is free from
material damage caused by fire or other casualty. Except as disclosed in the Property Condition Report, all liquid and solid waste
disposal, septic and sewer systems located on the Property are in a good and safe condition and repair and in material compliance
with Applicable Law.


 


6.19         FLOOD
ZONE. None of the Improvements on the Property are located in an area as identified by the Federal Emergency Management
Agency as an area having special flood hazards or, if so located, the flood insurance required pursuant to Section 5.1(b)
is in full force and effect.


 


6.20         CONDEMNATION.
No condemnation or other similar proceeding has been commenced or, to the best of Borrower’s knowledge, is threatened or
contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property.


 




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6.21         NOT
A FOREIGN PERSON. The Borrower is not a “foreign person” within the meaning of §1445(f)(3) of
the Internal Revenue Code.


 


6.22         SEPARATE
LOTS. The Property, other than any easement areas benefitting the Property, is comprised of one (1) or more parcels
which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of the Property.
For the avoidance of doubt, pursuant to the Co-Ownership Agreement, Borrower is responsible for 28.25% of the real estate taxes
respect to Parcel 4 (as set forth on Exhibit A).


 


6.23         AMERICANS
WITH DISABILITIES ACT COMPLIANCE. The Improvements are maintained in compliance in all material respects with all
of the requirements of the Americans with Disabilities Act, of July 26, 1990, Pub. L. No. 101-336, 104 Stat. 327, 42 U.S.C.
§ 12101, et. seq., as may be amended from time to time (the “ADA”).


 


6.24         ERISA.
Neither the Borrower nor any of its ERISA Affiliates maintains or has any obligation or liability, contingent or otherwise, with
respect to any “employee benefit plan,” as defined in Section 3(3) of ERISA, that is subject to Section 302
or Title IV of ERISA or Section 412 of the Internal Revenue Code.


 


(a)          None
of: (i) the assets of the Borrower; or (ii) the assets of Guarantor are, pursuant to any provision of ERISA or the Internal
Revenue Code, considered for any purpose of ERISA or Section 4975 of the Internal Revenue Code to be, directly or indirectly,
the assets of any Plan (“plan assets”). Assuming that, except for the funds that a Lender may be considered
to receive from Borrower, no part of the Loan funds are plan assets prior to the disbursement of such funds to the Borrower, and
assuming that Lender’s interest in the Loan is not a plan asset, neither the execution or delivery of this Agreement or of
any of the other Loan Documents by the Borrower or Guarantor, nor the performance by Borrower or Guarantor of their obligations
under this Agreement or under any of the other Loan Documents, nor any transaction contemplated under this Agreement or under any
of the other Loan Documents, nor the exercise by Lender of any of its rights or remedies under this Agreement or under any of the
other Loan Documents is or will be a “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975
of the Internal Revenue Code.


 


6.25         INVESTMENT
COMPANY ACT. The 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; or (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 1935, as amended.


 


6.26         OFAC.
The Borrower represents and warrants that none of the Borrower, Guarantor or any of their respective Affiliates is a Prohibited
Person, and the Borrower, Guarantor and their respective Affiliates are in full compliance with all applicable orders, rules,
regulations and recommendations of The Office of Foreign Assets Control of the U.S. Department of the Treasury. Each Loan Party
is in compliance, in all material respects, with The Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)) (the “Patriot
Act”).


 




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6.27         SOLVENCY.
The Borrower: (a) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud
any creditor; and (b) has 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 making
of the Loan, exceed Borrower’s total liabilities, including subordinated, unliquidated, disputed and contingent liabilities.
The fair saleable value of Borrower’s assets is and will, immediately following the making of the Loan, be greater than
Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become
absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan 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 indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability
to pay such indebtedness and liabilities as they mature.


 


6.28         ASSESSMENTS.
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.


 


6.29         USE
OF PROPERTY. The Property is used exclusively for office purposes and other appurtenant and related uses, including
parking and retail.


 


6.30         NO
OTHER OBLIGATIONS. Borrower has no contingent or actual obligations not related to the Property.


 


6.31         REA
Representations. With respect to each REA, if any, Borrower hereby represents that (a) to Borrower’s knowledge,
each REA 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), (b) there are no material defaults under any REA by any party thereto beyond any applicable notice
and cure period, (c) all material sums due and payable under each REA have been paid in full and (d) to Borrower’s knowledge,
no party to any REA has commenced any action or given or received any written notice for the purpose of terminating any REA.


 


6.32         Co-Ownership
Agreement Representations. Mortgage Borrower is a party to the Co-Ownership Agreement and the Co-Ownership Agreement
is in full force and effect and has not been amended or modified and Mortgage Borrower has not assigned its interest thereunder
(except as may have occurred pursuant to the Loan Documents). Mortgage Borrower is in compliance in all material respects under
the Co-Ownership Agreement. No other party to the Co-Ownership Agreement is in default, where the same would have a Material Adverse
Effect (or would do so after the giving of the requisite notice thereunder). Mortgage Borrower has no knowledge of any notice
of termination or default given with respect to the Co-Ownership Agreement. There are no set offs, claims, counterclaims or defenses
being asserted or capable of being asserted after giving the requisite notice, if any, required under the Co-Ownership Agreement
where the same would have a Material Adverse Effect, or otherwise known by Borrower for the enforcement of the obligations under
the Co-Ownership Agreement. All common charges, shared expenses and other sums due under the Co-Ownership Agreement have been
paid to the extent they are payable to the date hereof. Mortgage Borrower enjoys the quiet and peaceful possession of the Property
granted by the Co-Ownership Agreement subject to and in accordance with the Co-Ownership Agreement.


 




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6.33         Mortgage
Loan. The Mortgage Loan has been fully
advanced. The outstanding principal balance of the Mortgage Loan is $230,000,000. No breach, violation or Default (as defined
in the Mortgage Loan Agreement) has occurred under the Mortgage Loan Documents which remains uncured or unwaived and no
circumstance, event or condition has occurred or exists which, with the giving of notice and/or the expiration of the
applicable period would constitute a Default (as defined in the Mortgage Loan Agreement) under the Mortgage Loan Documents.
Each and every representation and warranty of Mortgage Borrower and/or any guarantor or indemnitor under any of the Mortgage
Loan Documents, made to Mortgage Lender contained in any one or more of the Mortgage Loan Documents is true, correct,
complete and accurate in all material respects as of the date hereof.


 


6.34         AFFILIATE
DEBT. Subject to the terms and conditions of this Agreement and the other Loan Documents, Borrower hereby represents
and warrants that, as of the Effective Date, any and all debt for borrowed money that Borrower owes to any Affiliate is fully
subordinated to the Loan and has a term of at least five (5) years.


 


6.35         LABOR.
To the best of Borrower’s knowledge, no organized work stoppage or labor strike is pending or threatened by employees and
other laborers at the Property. Borrower (i) is not involved in or threatened with any labor dispute, grievance or litigation
relating to labor matters involving any employees and other laborers at the Property, which could reasonably be expected to have
a Material Adverse Effect, including, without limitation, violation of any federal, state or local labor, safety or employment
laws (domestic or foreign) and/or charges of unfair labor practices or discrimination complaints, (ii) has not engaged in any
unfair labor practices within the meaning of the National Labor Relations Act or the Railway Labor Act and (iii) is not a party
to, or bound by, any collective bargaining agreement or union contract with respect to employees and other laborers at the Property
that will be binding on the Property upon a transfer of ownership (an “Organized Labor Agreement”) and no such
agreement or contract is currently being negotiated by Borrower or any of its Affiliates.


 


6.36         ANTI-CORRUPTION
LAWS AND SANCTIONS.


 


Neither (i) Borrower, Sponsor or any Sponsor
BFP Subsidiary nor (ii) to Borrower’s knowledge, any Person within the Borrowing Group not listed in (i) above is: (a) a
Sanctioned Person; (b) controlled by or acting on behalf of a Sanctioned Person; (c) under investigation for an alleged breach
of Sanction(s) by a governmental authority that enforces Sanctions. Borrower, Sponsor and each Sponsor BFP Subsidiary and, to Borrower’s
knowledge, any other Person within the Borrowing Group: is in compliance with all Anti-Corruption Laws and Anti-Money Laundering
Laws. The provisions in this Section shall prevail and control over any contrary provisions in this Agreement or in any related
documents. In entering into the Loan Documents to which it is a party, each Loan Party is acting solely for its own account and
no natural person owns, directly or indirectly, more than twenty-five percent (25%) of a beneficial interest or voting interest
in Borrower.


 




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6.37         MORTGAGE
LOAN REPRESENTATIONS. 


 


All of the representations
and warranties contained in the Mortgage Loan Documents are hereby incorporated into this Agreement and deemed made hereunder as
and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by
the Mortgage Lender or to whether the related Mortgage Loan Document has been repaid or otherwise terminated, unless otherwise
consented to in writing by Lender.


 


6.38         DISREGARDED
ENTITY Status.


 


None of Borrower, Mortgage
Borrower or any member thereof shall take any action (including but not limited to making any election) which would cause Borrower
or Mortgage Borrower to fail to be treated, for federal income tax purposes, as a disregarded entity within the meaning of Treasury
Regulations §301.7701-2.


 


6.39         CODE
REGULATIONS.


 


The parties hereto
acknowledge that Lender intends to treat the Loan as real property within the meaning of Section 856(c)(4)(A) and 856(c)(5)(B)
of the Internal Revenue Code of 1986, as amended (the “Code”), and to treat interest on the Loan as interest on an
obligation secured by a mortgage on real property or on an interest in real property for purposes of Section 856(c)(3)(B) of the
Code, all as consistent with Internal Revenue Service Revenue Procedure 2003-65.  In furtherance of the foregoing, after the
date hereof Borrower shall, at Lender’s expense, take any action at the reasonable request of the Lender, or omit taking
any action, in each case, as necessary in order to cause the Loan to constitute real property as described in the preceding sentence
or cause any amounts received pursuant to the Loan to be considered as income qualifying under Section 856(c)(2) and 856(c)(3);
provided, however, that Borrower shall not be required to take any action under this Section 6.39 that would materially increase
Borrower’s obligations or materially decrease Borrower’s rights under the Loan Documents. For the avoidance of doubt,
the Loan Documents as drafted as of the date hereof shall not cause the Loan to be in violation of the foregoing provisions.


 


ARTICLE 7. HAZARDOUS MATERIALS


 


7.1           SPECIAL
REPRESENTATIONS AND WARRANTIES. Without in any way limiting the other representations and warranties set forth
in this Agreement, and after reasonable investigation and inquiry, the Borrower hereby specially represents and warrants to the
best of its knowledge as of the date of this Agreement as follows:


 




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(a)          Hazardous
Materials. Except as set forth in those certain reports listed on Schedule IV attached hereto, the Property and
Improvements are not and have not been a site for the use, generation, manufacture, storage, treatment, release, threatened release,
discharge, disposal, transportation or presence of any Hazardous Materials under the Hazardous Materials Laws, as described below,
and/or other applicable environmental laws, ordinances and regulations. “Hazardous Materials” shall not include commercially
reasonable amounts of such materials used or stored in the ordinary course of ownership, operation, maintenance and use of the
Property which are used and stored in accordance with all applicable environmental laws, ordinances and regulations.


 


(b)          Hazardous
Materials Laws. Except as set forth in those certain reports listed on Schedule IV attached hereto, the Property
and Improvements are in compliance in all material respects with all laws, ordinances and regulations relating to Hazardous Materials
(“Hazardous Materials Laws”), including, without limitation: the Clean Air Act, as amended, 42 U.S.C. Section 7401
et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource Conservation
and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environment Response, Compensation
and Liability Act of 1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986, “CERCLA”),
42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.;
the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651, the Emergency Planning and Community Right-to-Know
Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of 1977, as amended, 30 U.S.C. Section 801
et seq.; the Safe Drinking Water Act, as amended, 42 U.S.C. Section 300f et seq.; and all comparable state and
local laws, laws of other jurisdictions or orders and regulations.


 


(c)          Border
Zone Property. The Property has not been designated as Border Zone Property under the provisions of California Health and Safety
Code, Sections 25220 et seq. and there has been no occurrence or condition on any real property adjoining or in the vicinity
of the Property that is reasonably expected to cause the Property or any part thereof to be designated as Border Zone Property.


 


(d)          Hazardous
Materials Claims. There are no written claims or actions (“Hazardous Materials Claims”) pending or threatened
against Mortgage Borrower, Borrower, the Property or Improvements by any Governmental Authority, governmental agency or by any
other person or entity relating to Hazardous Materials or pursuant to the Hazardous Materials Laws.


 


7.2           HAZARDOUS
MATERIALS COVENANTS. The Borrower agrees as follows:


 


(a)          No
Hazardous Activities. The Borrower shall not cause or permit, and shall not cause Mortgage Borrower to cause or permit, the
Property or Improvements to be used as a site for the use, generation, manufacture, storage, treatment, release, discharge, disposal,
transportation or presence of any Hazardous Materials.


 


(b)          Compliance.
The Borrower shall comply, and shall cause Mortgage Borrower to comply, and the Borrower shall, and shall cause Mortgage Borrower
to, use commercially reasonable efforts to cause all other Persons to comply in all material respects with all Hazardous Materials
Laws relating to the Property and Improvements.


 




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(c)          Notices.
The Borrower shall immediately notify Lender in writing of: (i) the discovery of any Hazardous Materials on, under or about
the Property and Improvements; (ii) any knowledge by Borrower that the Property and Improvements do not comply with any Hazardous
Materials Laws; (iii) any Hazardous Materials Claims.


 


(d)          Remedial
Action. In response to the presence of any Hazardous Materials on, under or about the Property or Improvements, the Borrower
shall immediately cause Mortgage Borrower to take, at Borrower’s sole expense, all remedial action required by any Hazardous
Materials Laws (or the applicable Governmental Authority exercising jurisdiction thereover) or any judgment, consent decree, settlement
or compromise in respect to any Hazardous Materials Claims.


 


7.3           INSPECTION
BY LENDER. Upon reasonable prior notice to Borrower, Lender, its employees and agents, may from time to time (whether
before or after the commencement of a nonjudicial or judicial foreclosure proceeding) enter and inspect the Property and Improvements
for the purpose of determining the existence, location, nature and magnitude of any past or present release or threatened release
of any Hazardous Materials into, onto, beneath or from the Property and Improvements.


 


7.4           HAZARDOUS
MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER, AND ITS RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL LOSSES,
DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES
AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY
HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE or AGENT acQuires possession of the propertY,
it being acknowledgeD and agreed By BORROWER that a receiver or custodian appointed BY A COURT SHALL under no circumstances be
considered to be an agent of lender) WHICH LENDER ACTUALLY INCURS AS A DIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE,
STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY
OR IMPROVEMENTS. BORROWER SHALL IMMEDIATELY PAY TO LENDER, UPON DEMAND, ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH
INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOAN.
BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTES
AND THE RELEASE OR PARTIAL RELEASE OF THE PLEDGE AGREEMENT.


 




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7.5           LEGAL
EFFECT. Borrower and Lender that: (i) this Article is intended as Lender’s written request for information
(and Borrower’s response) concerning the environmental condition of the real property security as required by California
Code of Civil Procedure §726.5; and (ii) each provision in this Section (together with any indemnity applicable to a breach
of any such provision) with respect to the environmental condition of the real property security is intended by Lender and Borrower
to be an “environmental provision” for purposes of California Code of Civil Procedure §736. The term of the indemnity
provided for herein will commence on the date hereof. Without in any way limiting the above, it is expressly understood that Borrower’s
duty to indemnify the applicable indemnitees hereunder shall survive: (1) any judicial or non-judicial foreclosure under the Pledge
Agreement, or transfer of the Collateral in lieu thereof; (2) the cancellation of the Note and the release, satisfaction or reconveyance
or partial release, satisfaction or reconveyance of the Pledge Agreement; and (3) the satisfaction of all of Borrower’s
obligations under the Loan Documents.


 


7.6           ENVIRONMENTAL
IMPAIRMENT. If any portion of the Property is determined to be “environmentally impaired” (as “environmentally
impaired” is defined in California Code of Civil Procedure Section 726.5(e)(3)) or to be an “affected parcel”
(as “affected parcel” is defined in California Code of Civil Procedure Section 726.5(e)(1)), then, without otherwise
limiting or in any way affecting Lender’s rights and remedies under the Pledge Agreement, Lender may elect to exercise its
right under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected
parcel or portion of the Property and (2) exercise (i) the rights and remedies of an unsecured creditor, including reduction of
its claim against Borrower to judgment, and (ii) any other rights and remedies permitted by law. For purposes of determining Lender’s
right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), Borrower shall be deemed
to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California
Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of hazardous materials was knowingly or negligently
caused or contributed to by any lessee, occupant or user of any portion of the Property and Borrower knew or should have known
of the activity by such lessee, occupant or user which caused or contributed to the release or threatened release. All costs and
expenses, including, without limitation, attorneys’ fees, incurred by Lender in connection with any action commenced under
this Section, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to
which the Property is environmentally impaired, plus interest thereon at the default rate of interest set forth in the Note until
paid, shall be added to the obligations secured by the Pledge Agreement and shall be due and payable to Lender upon its demand
made at any time following the conclusion of such action.


 


ARTICLE 8. CASH MANAGEMENT


 


8.1           DEPOSIT
ACCOUNT AGREEMENT.


 


If, at any time during
the term of the Loan, the Mortgage Loan ceases to be outstanding, then Lender may require Borrower to replace the existing deposit
account agreement with a deposit account agreement with Lender and a deposit bank acceptable to Lender in its reasonable discretion
substantially in the form of the existing deposit account agreement (the “Mezzanine Deposit Account Agreement”).
In such event, Borrower shall cause all amounts on deposit in the accounts of Mortgage Lender to be transferred to the deposit
account described in the Mezzanine Deposit Account Agreement, which amounts shall be held and disbursed by Lender in accordance
with the terms of the Mortgage Loan Agreement which deal with the disbursement of funds from the accounts of the Mortgage Lender
as if such terms were set forth herein in their entirety.


 




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8.2           security
interest.


 


As security for payment
of the Obligations and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower
hereby pledges and assigns to Lender and grants to Lender a security interest in, all of Borrower’s right, title and interest
in and to any accounts established pursuant to this Agreement (collectively, the “Accounts”). Borrower shall
not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Account,
or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender
as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a
security agreement for purposes of the UCC. The Accounts shall not constitute trust funds and may be commingled with other monies
held by Lender. All interest which accrues on the funds in any Account shall accrue for the benefit of Borrower and shall be taxable
to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which
said interest accrued. Upon repayment in full of the Obligations, all remaining funds in the Accounts, if any, shall be disbursed
to Borrower.


 


ARTICLE 9. ADDITIONAL COVENANTS OF BORROWER


 


9.1           EXPENSES.The
Borrower shall immediately pay Lender upon demand all costs and expenses incurred by Lender (including reasonable attorneys’
fees and expenses) in connection with: (a) the preparation of this Agreement, all other Loan Documents and Other Related
Documents contemplated hereby; (b)  the negotiation, preparation, execution, delivery and administration of any consents,
amendments, waivers or other modifications to this Agreement, the other Loan Documents, Other Related Documents and any other
documents or matters; (c) securing the Borrower’s compliance with any requests made pursuant to the provisions of this Agreement;
(d) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender
all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Lender pursuant
to this Agreement, the other Loan Documents and Other Related Documents; (e) 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 the Borrower, this Agreement, the other Loan Documents, Other Related Documents, the Collateral, the Property or
any other security given for the Loan; and (f) the enforcement or satisfaction by Lender of any of Borrower’s obligations
under this Agreement, the other Loan Documents or the Other Related Documents 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. For all purposes of this Agreement, Lender’s costs and expenses shall include, without limitation, all appraisal
fees incurred for (x) provided that no Default exists, no more than two appraisals obtained during the term of the Loan (in addition
to any appraisal delivered in connection with the closing of the Loan) and (y) all appraisals obtained after and during the continuation
of a Default, cost engineering and inspection fees, reasonable legal fees and expenses, accounting fees, environmental consultant
fees, auditor fees, UCC filing fees, UCC vendor fees and the cost to Lender of any title insurance premiums, title surveys, reconveyance
and notary fees (to the extent Lender is permitted to procure such items hereunder) and/or (following the occurrence and during
the continuance of Default) all costs incurred by Lender in connection with Section 11.2 hereof. The Borrower recognizes and agrees
that formal written Appraisals of the Collateral, the Property and Improvements by a licensed independent appraiser may be required
by Lender’s internal procedures and/or federal regulatory reporting requirements on an annual and/or specialized basis.
If any of the services described above are provided by an employee of Lender, Lender’s costs and expenses for such services
shall be calculated in accordance with Lender’s standard charge for such services, which charges shall be commercially reasonable
and without duplication to any third-party costs in connection with the same service.


 




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9.2           ERISA
COMPLIANCE. Borrower shall, and shall cause Mortgage Borrower to, at all times comply with the provisions of ERISA
with respect to any retirement or other employee benefit plan to which it is a party as employer, and as soon as possible after
Borrower or Mortgage Borrower knows, or has reason to know, that any Reportable Event (as defined in ERISA) with respect to any
such plan of Borrower or Mortgage Borrower has occurred, it shall furnish to Lender a written statement setting forth details
as to such Reportable Event and the action, if any, which Borrower or Mortgage Borrower proposes to take with respect thereto,
together with a copy of the notice of such Reportable Event furnished to the Pension Benefit Guaranty Corporation.


 


9.3           LEASING.


 


(a)          The
Borrower covenants and agrees at Borrower’s sole cost and expense to cause Mortgage Borrower: (a) perform the material obligations
of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion
of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Lender
prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any
of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Lender prompt written notice of
any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the
default be that of the lessee or of the lessor; and (c) exercise diligent efforts to keep all portions of the Property that are
capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property.
The Borrower shall not, and shall not allow Mortgage Borrower to, without the Lender’s prior written consent or as otherwise
permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect
rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under
any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate
any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section
9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the
contrary, in no event shall Borrower allow Mortgage Borrower to enter into any Modification that adversely affects the economic
terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s
Affiliate unrelated to the Property.


 




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(b)          With
respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, and shall not allow
Mortgage Borrower to, without (1) Lender’ prior written consent if such Lease is a Major Lease, or (2) the Lender’s
prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment,
surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding
the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Lender’s consent, shall not
be unreasonably withheld; (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de
minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant;
provided however that Lender’s prior written consent, shall not be required (1) for any Modification of any Lease entered
into after the date hereof that did not require Lender’s consent as of the execution thereof and that would not have required
Lender’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have
been permitted hereunder as a new Lease (after obtaining the approval of Lender that would be applicable to such new Lease), or
(2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect
to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or
in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due,
discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event
to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such
Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such
Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would
have been permitted hereunder as a new Lease (after obtaining the approval of Lender that would be applicable to such new Lease)),
or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the
execution of such option and (ii) fair market rent.


 


(c)          Lender’s
consent shall not be required for Borrower or Mortgage Borrower to terminate or accept a surrender of any Lease that is not a Major
Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent
or otherwise in material default or (ii) such termination or surrender in Borrower’s or Mortgage Borrower’s good faith
judgment is commercially reasonable. Additionally, the Lender shall not unreasonably withhold consent to a termination or acceptance
of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by
reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy
tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed
the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years
of such Lease.


 


9.4           APPROVAL
OF LEASES.


 


(a)          Borrower
may cause Mortgage Borrower to enter into any Leases provided that all the following requirements are satisfied:


 


(i)          If
the Lease is a Major Lease or Significant Lease, Lender’s prior written approval shall have first been obtained pursuant
to Section 9.4(b), at Borrower’s sole cost and expense;


 




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(ii)         The
Lease shall be prepared on the Mortgage Borrower’s standard form of lease agreement, which has been approved by Lender (with
changes as are commercially reasonable taking into consideration the size, credit and bargaining power of the related tenant) or
other form required by the tenant (which, as modified in negotiations with the tenant, is commercially reasonable taking into consideration
the size, credit and bargaining power of the tenant);


 


(iii)        The
Lease shall be to a tenant who will occupy its premises for the conduct of its and its affiliates’ business and not as a
master lease primarily for the subletting of space to others (it being understood that Leases to tenants who lease “office
suites” (i.e., tenants who conduct a similar business to Regus Corporation) that are not Affiliates of Borrower or Guarantor
are not prohibited by this clause (iii));


 


(iv)        The
Borrower shall or shall cause Mortgage Borrower to deliver to Lender a true and complete copy of such Lease together with the delivery
of the financial statements required by Section 10.1(a) and shall certify to Lender Borrower’s compliance with this
Section 9.4;


 


(v)         Intentionally omitted.


 


(v)         The
Lease shall be subordinate to the Loan and the Deed of Trust (which subordination may be subject to the delivery by Lender of a
subordination, non-disturbance and attornment agreement in accordance with the provisions of 9.4(c) below);


 


(vi)        No
purchase option, master lease options, or rights of first refusal for the sale of the Property shall be permitted without Lender’s
prior written approval, which may be withheld in its sole and absolute discretion; and


 


(vii)       The
Lease shall provide for rental rates and other material economic terms comparable to existing local market rates and terms (taking
into account the type and quality of the tenant) as of the date such Lease is executed by Mortgage Borrower, shall be an arms-length
transaction with a bona fide, independent third party tenant (other than leases to the Manager on comparable terms and covering
comparable space with those in place on the date hereof), and shall not have a Material Adverse Effect on the value or quality
of the Property.


 


If any of the conditions to entering into
a Lease as set forth in this Section 9.4(a) are not satisfied, the consent of the Lender shall be required.


 


(b)          Borrower
may not enter into or cause Mortgage Borrower to enter into any new Major Lease or Significant Lease for space in the Improvements
unless the following conditions are satisfied: (i) Borrower shall have obtained the consent of Lender in the case of a Major Lease
or a Significant Lease, which consent shall not be unreasonably withheld if the proposed tenant is creditworthy (as determined
by Lender, in its reasonable discretion) and the provisions of Sections 9.4(a)(ii) and (viii) have been complied with and (ii)
such Major Lease or Significant Lease complies with the provisions of Sections 9.4(a)(i), (iii), (vi) (subject to Sections 9.4(c)
below) and (vii).


 


(c)          Intentionally
Omitted.


 




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(d)          Borrower
shall promptly reimburse Lender for all costs and expenses incurred by Lender (including, without limitation, reasonable attorney’s
fees and costs) in connection with Lender’s review and approval of any new Lease or any Modification of an existing Lease
or any other related Lease documentation required to be reviewed and/or approved by Lender under this Section 9.4 (including,
without limitation, any costs and expenses of Lender and its counsel (but not any other Lender’s counsel) incurred in connection
with the preparation and negotiation of any subordination, non-disturbance and attornment agreement).


 


(e)          Borrower
shall have the right to request approval to the material economic and non-economic terms of a proposed Lease or Modification which
would be subject to Lender’s approval hereunder, and upon approval of such terms, Lender, shall not unreasonably withhold
consent to the final Lease documentation provided such Lease or Modification is consistent with such agreed upon terms and in any
event Lender, shall not have the right to withhold consent to such Lease or Modification based upon objection to any of the previously
approved terms.


 


(f)          Any
failure of Lender, to respond to Borrower’s written request for consent or approval made to Lender pursuant to Section 9.3
or this Section 9.4 within ten (10) Business Days of the date of any such request shall be deemed to constitute Lender’s
consent or approval, as applicable, provided that Borrower’s request (i) is made in accordance with the notice provisions
of this Agreement; (ii) is accompanied by a copy of the Lease, memorandum, modification, amendment or other document or instrument
for which consent or approval is being requested and (iii) states prominently in bold capital letters that Lender’s failure
to respond within such time period may result in deemed consent or approval.


 


9.5           OFAC.
At all times throughout the term of the Loan, the Borrower, Guarantor and their respective Affiliates shall be in full compliance
with all applicable orders, rules, regulations and recommendations of The Office of Foreign Assets Control of the U.S. Department
of the Treasury.


 


9.6           FURTHER
ASSURANCES. Upon Lender’s request and at Borrower’s sole cost and expense, the Borrower shall execute,
acknowledge and deliver and shall cause Mortgage Borrower to execute, acknowledge and deliver, any other instruments and perform
any other acts necessary, desirable or proper, as reasonably determined by Lender, to carry out the purposes of this Agreement
and the other Loan Documents or to perfect and preserve any Liens created by the Loan Documents. The Borrower shall cooperate
with the Lender with respect to any proceedings arising out of or relating to the Property, the Borrower, the Guarantor, the Loan
or the Loan Documents before any court, board or other Governmental Authority which may in any way adversely affect the rights
of the Lender hereunder or any rights obtained by Lender under any of the Loan Documents and, in connection therewith, permit
the Lender, at its election, to participate in any such proceedings. The Borrower shall cooperate with the Lender in obtaining
for the Lender the benefits of any insurance proceeds lawfully or equitably payable to the Lender in connection with the Property.


 




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9.7           ASSIGNMENT.
Without the prior written consent of Lender (which consent may be withheld in its sole and absolute discretion), and except for
Permitted Transfers of Permitted Liens, the Borrower shall not, whether the same occurs directly, indirectly, by operation of
Law (other than as a result of a condemnation) or otherwise (any of the following being a “Transfer”): (a)
sell, assign, convey, transfer, pledge, mortgage or hypothecate (or permit or suffer the occurrence of any sale, assignment, conveyance,
transfer, pledge, mortgaging or hypothecation of): (i) all or any portion of the Property or the Borrower’s interest in
all or any portion of the Collateral (including, without limitation, the Transfer or lease of any zoning, development or air rights
with respect to the Property); (ii) any direct or indirect interest in Borrower or (iii) Borrower’s interest under any of
the Loan Documents; or (b) cause, or permit to occur, a Change of Control. Any Transfer not otherwise permitted by this Section 9.7
shall be void. In this regard, the Borrower acknowledges that Lender would not make this Loan except in reliance on Borrower’s
and Guarantor’s expertise, reputation, prior experience in developing and constructing commercial real property and Lender’s
knowledge of Borrower and Guarantor. Borrower shall pay any and all out-of-pocket costs incurred by Lender in connection with
any Permitted Transfer (including, without limitation, reasonable attorneys’ fees and expenses). The parties acknowledge
that entering into Leases shall not constitute a Transfer. Notwithstanding anything in this Agreement to the contrary, a lease
of all or substantially all of Borrower’s property to a tenant who will not occupy the leased premises for the conduct of
its and its affiliates’ business shall constitute a Transfer requiring the prior written consent of each Lender.


 


9.8           MANAGEMENT
AGREEMENT. At all times hereunder, Borrower shall cause Mortgage Borrower to require the Manager of the Property
to perform in all material respects in accordance with the terms of the Management Agreement and shall not materially amend, modify
or alter the Management Agreement or the responsibilities of such Manager or the liabilities of the Borrower under the Management
Agreement without Lender’s prior written consent, not to be unreasonably withheld, conditioned or delayed. The Borrower
shall, and shall cause Mortgage Borrower to, execute, upon Lender’s request, an assignment of Mortgage Borrower’s
rights under the Management Agreement to Lender as additional security for Borrower’s obligations under this Agreement and
the other Loan Documents and shall cause the Manager to consent to any such assignment (which consent shall include, among other
things, a subordination of any of its fees or compensation provided in the Management Agreement as set forth in the Assignment
of Agreements). In no event shall Manager be entitled to receive a management fee in excess of 3% of Revenues (as currently defined
in the Management Agreement) of the Property (including the proceeds of any business interruption insurance).


 


9.9           COMPLIANCE
WITH APPLICABLE LAW. Borrower shall, and shall cause Mortgage Borrower to, comply in all material respects with
Applicable Law applicable to it or its properties, including without limitation, the ADA.


 


9.10         SPECIAL
COVENANTS; SINGLE PURPOSE ENTITY. Borrower represents and warrants that it at all times since its formation has
been, and covenants and agrees that until the Loan has been paid in full it shall, and its Organizational Documents shall provide
that it shall, continue to be, a Special Purpose Entity. A Special Purpose Entity means a corporation, limited liability company
or a limited partnership, which at all times since its formation has and, on and after the date hereof, shall:


 




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(a)          not
own (and has not owned) any asset or property other than (i) the Property, and (ii) such property as may be necessary for or incidental
to its business purposes set forth in Section 9.10(b) below and (iii) cash, accounts receivable associated with its business
purposes set forth in Section 9.10(b) below and other ordinary course investments of funds;


 


(b)          not
engage (and has not engaged) in any business, directly or indirectly, other than the ownership, development, operation, leasing,
financing and management of the Property and conduct and operate its business as presently conducted and operated;


 


(c)          not
amend, alter, change or repeal the “Special Purpose Provisions” as set forth in, and as defined in, Borrower’s
limited liability company agreement without the consent of Lender, nor amend, modify or otherwise change the Organizational Documents
of Borrower without the prior consent of Lender in any manner that (i) violates the single purpose covenants set forth in this
Section 9.10, or (ii) amends, modifies or otherwise changes any provision thereof that by its terms cannot be modified at
any time when the Loan is outstanding or by its terms cannot be modified without Lender’ consent;


 


(d)          maintain
relationships comparable to an arm’s-length transaction with its Affiliates and enter into transactions with its Affiliates
only on a commercially reasonable basis and on terms similar to those of an arm’s-length transaction;


 


(e)          not
incur, create or assume any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing
any obligation), other than (i) the indebtedness created by the Loan Documents, or any Interest Rate Protection Agreement, (ii)
unsecured trade payables and operational debt not evidenced by a note; (iii) Borrower’s obligations under any permitted Leases,
(iv) Borrower’s obligations with respect to tenant improvements, tenant allowances or leasing commissions with respect to
permitted Leases and (v) customary equipment leases and financing; provided that any indebtedness incurred pursuant to subclauses
(ii) and (v) shall (1) be incurred in the ordinary course of the business of operating the Property, and (2) not exceed, in the
aggregate, three percent (3%) of the outstanding principal balance of the Loan;


 


(f)           not
make any loans or advances to any Person (other than advances to any tenant for purposes relating to its Lease or any contractors
or subcontractors) nor acquire debt obligations or securities of any Person;


 


(g)          remain
solvent and pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets (to
the extent of available cash flow);


 


(h)          pay
its own liabilities and expenses only out of its own funds and not the funds of any other Person (to the extent of available cash
flow);


 


(i)           comply
with and observe in all material respects the laws of the state of its formation as they relate to its organizational functions
and responsibilities and other organizational formalities in order to maintain its separate existence;


 


(j)           maintain
all of its books, records and bank accounts separate from those of any other Person;


 




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(k)          prepare
separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have
its assets listed on the financial statement of any other Person; provided, however, Borrower’s assets may be included in
a consolidated financial statement with its Affiliates provided that appropriate notations shall be made on such consolidated financial
statement to indicate the separateness of Borrower and its Affiliates and to indicate that none of any such Affiliate’s assets
and credit are available to satisfy the debts and other obligations of Borrower;


 


(l)           file
its own tax returns, if any, as may be required under Applicable Law, to the extent not treated as a “disregarded entity”,
and pay any Taxes so required to be paid under Applicable Law unless such taxes are contested in accordance with Section 4.4 of
this Agreement;


 


(m)         maintain
its books, records, resolutions and agreements as official records;


 


(n)          be,
and at all times hold itself out to the public and all other Persons as a legal entity separate and distinct from any other entity
(including any Affiliate or any constituent party of Borrower);


 


(o)          conduct
its business in its own name and correct any known misunderstanding regarding its separate identity;


 


(p)          not
identify itself or any of its Affiliates as a division or part of the other;


 


(q)          intentionally
deleted;


 


(r)           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, provided that this subsection (r) shall not be deemed to require any Person to make additional
capital contributions to Borrower;


 


(s)          not
commingle its funds and other assets with assets of any Affiliate or constituent party or any other Person and hold all of its
assets in its own name;


 


(t)           maintain
its assets in such a manner that it will not be materially costly or difficult to segregate, ascertain or identify its individual
asset or assets, as the case may be, from those of any other Person;


 


(u)          except
in connection with the pledge of assets to Lender in connection with the Loan, (i) not pledge its assets for the benefit of any
other Person, (ii) not guarantee or become obligated for the debts of any other Person, and (iii) not hold itself out to be
responsible for or have its credit available to satisfy the debts or obligations of any other Person;


 


(v)          not
permit any constituent party independent access to its bank accounts;


 


(w)         maintain
a sufficient number of employees, if any, in light of its contemplated business operations;


 




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(x)          not
form, acquire or hold an interest in any subsidiary;


 


(y)          allocate
fairly and reasonably any overhead expenses that are shared with any Affiliate, including paying for office space and services
that are performed by any employee of any Affiliate on behalf of Borrower;


 


(z)          to
the fullest extent permitted by law, not seek or effect or cause any constituent party to seek or effect the liquidation, dissolution,
winding up, consolidation or merger, in whole or in part, or the sale of substantially all of the assets of Borrower;


 


(aa)        not
fund the operations of any of its Affiliates or pay their expenses;


 


(bb)       keep
careful records of all transactions by and between Borrower and its Affiliates and all such transactions shall be completely and
accurately documented and payables shall be accurately and timely recorded;


 


(cc)        obtain,
from and after the Effective Date, the prior unanimous written consent of all other managing members/directors to (i) file or consent
to the filing of any bankruptcy, insolvency or reorganization case or proceeding involving Borrower; institute any proceedings
under any applicable insolvency law or otherwise seek any relief for Borrower under any laws relating to the relief from debts
or protection of debtors generally; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator,
custodian or any similar official for Borrower or a substantial portion of its properties; (iii) make any assignment for the benefit
of Borrower’s creditors, as the case may be; or (iv) take any action in furtherance of the foregoing.


 


9.11         intentionally
omitted.


 


9.12         PAYMENT
OF PROPERTY TAXES, ETC. The Borrower shall or shall cause the Mortgage Borrower to pay all Taxes, assessments,
water rates, sewer rents and other charges, including vault charges and license fees for the use of vaults, chutes and similar
areas adjoining the Property, now or hereafter levied or assessed against the Property (“Property Taxes”) prior
to the date upon which any fine, penalty, interest or cost may be added thereto or imposed by law for the nonpayment thereof.
The Borrower shall deliver to Lender, upon request, receipted bills, cancelled checks and other evidence reasonably satisfactory
to Lender evidencing the payment of the Property Taxes prior to the date upon which any fine, penalty, interest or cost may be
added thereto or imposed by law for the nonpayment thereof.


 


9.13         intentionally
omitted. 


 


9.14         COMPLIANCE
WITH ANTI-CORRUPTION LAWS AND SANCTIONS. 


 


Neither the Borrower nor, to Borrower’s
knowledge (after due care and inquiry), (i) any other Person within the Borrowing Group or (ii) any Person acting at the specific
direction of Borrower or its Affiliates with respect to the matters prohibited by this Section 9.14 shall: (a) use any of the Loan
proceeds for the purpose of: providing financing to or otherwise making funds directly or indirectly available to any Sanctioned
Person or in any other manner, in each case, as would be prohibited by Sanctions or would otherwise cause Lender or Borrower, or
any entity affiliated with Lender or Borrower, to be in breach of any Sanction; or (b) fund any repayment of the Loan with proceeds
derived from any transaction that would be prohibited by Sanctions or would otherwise cause Lender or Borrower, or any entity affiliated
with Lender or Borrower, to be in breach of any Sanction. Borrower shall notify Lender in writing not more than one (1) Business
Day after becoming aware of any breach of this Section.


 




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9.15         escrow
fund.


 


Borrower shall not
be required to make deposits into an escrow account with Lender for Property Taxes or insurance premiums, provided that Mortgage
Borrower is required to and does make such deposits during the continuance of a Triggering Event under the Mortgage Loan; provided,
however, in the event Mortgage Borrower does not make such deposits during the continuance of a Triggering Event under the Mortgage
Loan, Lender after notice to and approval of Mortgage Lender may require Borrower to make such deposits with Lender hereunder substantially
in accordance with the provisions of the Mortgage Loan Agreement.


 


9.16         INTEREST
RATE PROTECTION AGREEMENTS.


 


(a)          Borrower
shall, by no later than April 6, 2018, obtain, and thereafter maintain in effect, an Interest Rate Protection Agreement which (i)
has a term that expires no earlier than the Maturity Date; provided, that Borrower shall be permitted to provide Interest
Rate Protection Agreements with successive terms of 1 year, so long as Borrower obtains a replacement Interest Rate Protection
Agreement satisfying the requirements of this Section 9.16 on or before the expiration date of the then-existing Interest Rate
Protection Agreement, (ii) has a notional amount at all times equal to or greater than 100% of the outstanding principal amount
of the Loan, (iii) is on terms reasonably acceptable to the Lender and (iv) has a strike price equal to 3.50%. If the counterparty
under the Interest Rate Protection Agreement is not Wells Fargo or an Affiliate of Wells Fargo the counterparty must be reasonably
acceptable to Lender and must at all times maintain a long term unsecured debt rating or counterparty rating from S&P of “A-”
or higher (Wells Fargo or its Affiliate, as counterparty under any such Interest Rate Protection Agreement, or any such other counterparty,
shall be referred to herein as an “Acceptable Counterparty”). If the counterparty under the Interest Rate Protection
Agreement is Wells Fargo, an Affiliate of Wells Fargo or any other Lender, all breakage amounts due under or pursuant to the applicable
Interest Rate Protection Agreement shall be guaranteed by Guarantor (or another creditworthy entity acceptable to Lender), pursuant
to a guaranty in form and substance acceptable to Lender.


 


(b)          Borrower
hereby collaterally assigns to Lender all of its right, title and interest in any and all payments under each Interest Rate Protection
Agreement, and shall (i) deliver to Lender an executed counterpart of each such Interest Rate Protection Agreement, (ii) obtain
the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution
of such collateral assignment of interest rate protection agreement) and (iii) provide to Lender any additional documentation reasonably
requested by Lender to confirm or perfect such security instrument.


 


(c)          If,
at any time during the term of the Loan, the counterparty to the Interest Rate Protection Agreement then in effect ceases to be
an Acceptable Counterparty, or if the Interest Rate Protection Agreement is terminated for any reason, then, within ten (10) Business
Days after notice from the Lender, Borrower shall (i) obtain a replacement Interest Rate Protection Agreement satisfying the requirements
of Section 9.16(a) above, with a counterparty that is an Acceptable Counterparty and (ii) satisfy the requirements of Section 9.16(b)
above with regard to such replacement Interest Rate Protection Agreement. Notwithstanding anything contained herein to the contrary,
Borrower shall obtain a replacement Interest Rate Protection Agreement satisfying the requirements of Section 9.16(a) above and
satisfy the requirements of Section 9.16(b) above on or before the expiration date of any then-existing Interest Rate Protection
Agreement.


 




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(d)          At
any time that Borrower obtains a replacement Interest Rate Protection Agreement as set forth in clause (c) above, Borrower shall
deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal
counsel) in form and substance reasonably acceptable to Lender; provided, however, that a legal opinion shall not be required if
Wells Fargo is the Acceptable Counterparty.


 


(e)          [Intentionally
Omitted]


 


(f)           Any
Interest Rate Protection Agreement provided by an Acceptable Counterparty (other than Lender or its Affiliates) shall in no event
be secured by the Collateral or any interest therein.


 


(g)          Notwithstanding
anything to the contrary contained in this Section 9.16 or elsewhere in this Agreement, if, at any time, the Loan is converted
from a LIBOR Loan to a Base Rate Loan (each, a “LIBOR Conversion”), then 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 Protection Agreement (and in connection therewith, but not prior to Borrower taking all the actions
described in this clause (g), Borrower shall have the right to terminate any then-existing Interest Rate Protection Agreement).
As used herein, “Substitute Interest Rate Protection Agreement” shall mean an interest rate cap agreement that
(i) is commonly provided by borrowers to lenders of loans similar to the Loan with similar floating rate indexes, (ii) provides
to Lender and Borrower (as determined by Lender in its sole but good faith discretion), for the term of the Substitute Interest
Rate Protection Agreement, a hedge against rising interest rates that is no less beneficial to Borrower and Lender than that which
was provided by the Interest Rate Protection Agreement being replaced by the Substitute Interest Rate Protection Agreement, (iii)
satisfies the requirements set forth in Section 9.16(a) above, (iv) with respect to which Borrower has satisfied the requirements
set forth in Section 9.16(b) and (d), and (v) with respect to which the requirements in Section 9.16(c) and (f) shall apply.


 


From and after the
date of any LIBOR Conversion, all references to “Interest Rate Protection Agreement” and “Replacement Interest
Rate Protection Agreement” herein (other than in the definition of “Interest Rate Protection Agreement” and the
definition of “Replacement Interest Rate Protection Agreement”) shall be deemed to refer or relate, as applicable,
to a Substitute Interest Rate Protection Agreement. Notwithstanding the foregoing, Lender acknowledges and agrees that Borrower
shall have the right, in lieu of delivering a new Substitute Interest Rate Protection Agreement to satisfy the foregoing, to modify
the then existing Interest Rate Protection Agreement so that it satisfies the conditions set forth in the definition of “Substitute
Interest Rate Protection Agreement” herein.


 




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9.17         GUARANTOR
COVENANTS.


 


(a)          Guarantor
shall maintain, as of the last day of each fiscal quarter of Guarantor, a Net Worth of at least $500,000,000, with the value of
Guarantor’s real estate assets in connection with the foregoing Net Worth calculation being adjusted to reflect fair values
consistent with GAAP or International Financial Reporting Standards; and


 


(b)          at
any time that a Sweep Guaranty is in effect, Guarantor shall maintain, as of the last day of each fiscal quarter of Guarantor,
a maximum leverage ratio of 65% with respect to all of Guarantor’s assets in the aggregate.


 


Property values in connection with the
foregoing leverage ratio calculations shall be calculated using the most recent appraisals ordered by Guarantor or Lender (at Borrower’s
sole cost and expense), which appraisals shall be reasonably acceptable to Lender and shall not be more than three years old at
the time of such calculation. In addition, the calculation of liabilities in connection with the foregoing Net Worth and leverage
ratio calculations shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities
at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair
Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option
for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual
amount owed adjusted for amortization or accretion of any premium or discount.


 


9.18         RESTRICTED
PAYMENTS. Borrower shall not make a Restricted Payment at any time a Triggering Event (as defined in the Mortgage
Loan Agreement), Potential Default or Default has occurred and is continuing.


 


9.19         Mortgage
loan documents. Borrower shall not permit any Mortgage Loan Document to be modified, changed, supplemented, altered
or amended without Lender’s prior written consent. Borrower shall provide Lender with copies of all notices and other material
correspondence received or sent by Mortgage Borrower in accordance with the Mortgage Loan Documents.


 


9.20         REA
Covenants. Borrower shall and shall cause Mortgage Borrower (a) promptly perform and/or observe, in all material
respects, all of the covenants and agreements required to be performed and observed by it under any REA and do all things reasonably
necessary to preserve and to keep unimpaired its material rights thereunder, where the failure to do so would result in a Material
Adverse Effect; (b) promptly notify Lender of any material default under any REA of which it has received written notice; (c)
[Intentionally omitted]; (d) enforce the performance and observance of all of the material covenants and material agreements required
to be performed and/or observed under any REA in a commercially reasonable manner, where the failure to do so would result in
a Material Adverse Effect; (e) cause the Property to be operated, in all material respects, in accordance with any REA; and (f)
not, without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed (i) enter into any new
REA, execute modifications to any then-existing REA or terminate any REA, if such new REA, such modification or such termination
will have a Material Adverse Effect, or (ii) 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 any REA. Notwithstanding the preceding
sentence, Borrower may cause Mortgage Borrower to enter into a modification to the Reciprocal Easement and Cost Sharing Agreement
dated as of September 10, 2014, recorded in the Official Records of Los Angeles County, California as Instrument No. 20140962893,
as amended, provided that such modification is in the form attached as Exhibit J hereto with no material amendments or modifications
thereto.


 




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9.21         Co-Ownership
Agreement Covenants. Borrower hereby covenants and agrees and shall cause Mortgage Borrower to covenant and
agree that:


 


(a)          Borrower
shall not and shall not allow Mortgage Borrower to, without Lender’s prior written consent, amend, modify or materially supplement
the Co-Ownership Agreement except (i) to the extent the Loan Documents expressly permit any of the foregoing and (ii) where the
same would have no more than a de minimis effect.


 


(b)          Borrower
shall or shall cause Mortgage Borrower to pay all charges and other sums to be paid by Borrower or Mortgage Borrower pursuant to
the terms of the Co-Ownership Agreement as the same shall become due and payable and prior to the expiration of any applicable
grace period therein provided. After prior written notice to Lender, Borrower, at its own expense, may contest in a commercially
reasonable manner (which may include, but shall not require, a contest by appropriate legal proceeding), in good faith and with
reasonable diligence considering the nature of the claim, the amount or validity or application in whole or in part of any charges
required to be paid or services performed by Borrower pursuant to the Co-Ownership Agreement, provided that (i) no Default has
occurred and is continuing; (ii) the Property and no part thereof or interest therein will be in danger of being sold, forfeited,
terminated, cancelled or lost; (iii) the Co-Ownership Agreement will not be in danger of being terminated; and (iv) Borrower shall
promptly upon final determination thereof pay the amount of any such charges, together with all costs, interest and penalties which
may be payable in connection therewith. Borrower shall not be deemed to be in breach of the first sentence of this Section 9.21(b)
(and no Default shall arise by reason thereof) if the payment in question is being contested pursuant to the procedures set forth
above.


 


(c)          Borrower
shall or shall cause Mortgage Borrower to (i) comply, in all material respects, with all of the terms, covenants and conditions
on Borrower’s part to be complied with pursuant to terms of the Co-Ownership Agreement, and (ii) use commercially reasonable
efforts to cause each other Person that is a party to the Co-Ownership Agreement to comply, in all material respects, with all
of the terms, covenants and conditions on such Person’s part to be complied with pursuant to terms of the Co-Ownership Agreement
where the failure to do so would have a Material Adverse Effect.


 


(d)          Borrower
shall or shall cause Mortgage Borrower to take all actions or use commercially reasonable efforts to cause each other Person that
is a party to the Co-Ownership Agreement to take all actions, as may be necessary from time to time to preserve and maintain the
Co-Ownership Agreement in accordance with applicable laws, rules and regulations.


 


(e)          Borrower
shall not and shall not cause Mortgage Borrower to, without the prior written consent of Lender, as determined in its sole discretion,
take (and hereby assigns to Lender any right it may have to take) any action to terminate, surrender, or accept any termination
or surrender of, the Co-Ownership Agreement or the Property. Borrower will or will cause Mortgage Borrower to promptly provide
Lender with a copy of all notices of default given or received by it under the Co-Ownership Agreement at the address listed in
this Agreement, or any other address which Lender from time to time may provide in writing to it.


 




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(f)           Borrower
shall not and shall not cause Mortgage Borrower to, without Lender’s prior written consent (which consent shall not be unreasonably
withheld, conditioned or delayed), consent to the appointment of a depository for insurance or condemnation proceeds or exercise
any right it may have to grant consent (or withhold its consent) to any request by any party to the Co-Ownership Agreement which
request would have an adverse effect on the value or the utility of the Property.


 


(g)          Except
for Permitted Liens, Borrower shall not and shall not cause Mortgage Borrower to assign (other than to Lender) or encumber Property
or, except to the extent permitted under the Co-Ownership Agreement and solely to the extent Borrower has a right of consent or
approval thereover, permit any other Person to assign or encumber any interests under the Co-Ownership Agreement other than such
Person’s separate tenancy-in-common interest therein.


 


(h)          If
Lender, its nominee, designee, successor, or assignee acquires title and/or rights of Mortgage Borrower under the Co-Ownership
Agreement by reason of foreclosure of the Deed of Trust, deed in lieu of foreclosure or otherwise, such party shall (x) succeed
to all of the rights of and benefits accruing to Mortgage Borrower under the Co-Ownership Agreement, and (y) be entitled to exercise
all of the rights and benefits accruing to Borrower under the Co-Ownership Agreement. At such time as Lender shall request, Mortgage
Borrower agrees to execute and deliver to Lender such documents as Lender and its counsel may reasonably require in order to insure
that the provisions of this section will be validly and legally enforceable and effective against Mortgage Borrower and all parties
claiming by, through, under or against Mortgage Borrower.


 


(i)           Borrower
shall not and shall not cause Mortgage Borrower to commence any proceeding or take any action to terminate the Co-Ownership Agreement
or partition the tenancy-in-common without the prior written consent of Lender. Borrower hereby waives its right of partition while
the Loan is outstanding. The unenforceability of the waiver of the right to partition shall not affect, impair or limit the right
of Lender to declare a Default with respect to any partition or action for partition.


 


9.22         MORTGAGE
BORROWER COVENANTS.


 


Borrower shall cause
Mortgage Borrower to comply with all obligations with which Mortgage Borrower has covenanted to comply under the Mortgage Loan
Agreement and all other Mortgage Loan Documents whether or not the related Mortgage Loan Document has been repaid or otherwise
terminated, unless otherwise consented to in writing by Lender. Borrower shall cause Mortgage Borrower to promptly notify Lender
of all notices received by Mortgage Borrower under or in connection with the Mortgage Loan, including, without limitation, any
notice by the Mortgage Lender to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any
of the terms, covenants or conditions of the Mortgage Loan Documents on the part of Mortgage Borrower to be performed or observed,
and deliver to Lender a true copy of each such notice, together with any other consents, notices, requests or other written correspondence
between Mortgage Borrower and Mortgage Lender.


 




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ARTICLE 10. REPORTING COVENANTS


 


10.1         FINANCIAL
INFORMATION.


 


(a)          Until
such time as the Loan shall have been paid in full, the Borrower shall deliver to Lender, as soon as available, but in no event
later than one hundred twenty (120) days after each fiscal year end which shall at all times be a calendar year, a current annual
financial statement (including, without limitation, an income and expense statement, a cash flow statement and a balance sheet,
together with supporting property schedules) of the Borrower, in form, content, substance and reasonable detail acceptable to Lender.
Each such annual financial statement shall be accompanied by a certificate of Borrower stating that each such annual financial
statement is true, correct, accurate, and complete and presents fairly the financial condition and results of the operations of
Borrower and the Property being reported upon and has been prepared in accordance with GAAP or International Financial Reporting
Standards. In addition to the foregoing, Borrower shall deliver to Lender as soon as available but no later than ninety (90) days
after the closing date of each fiscal quarter, a quarterly financial statement (including, without limitation, an income and expense
statement, a cash flow statement and a balance sheet), accompanied by a certificate of Borrower stating that each such quarterly
financial statement is true, correct, accurate, and complete and presents fairly the financial condition and results of the operations
of Borrower and the Property being reported upon and has been prepared in accordance with GAAP or International Financial Reporting
Standards. Within sixty (60) days after the closing date of each fiscal quarter, the Borrower shall deliver an operating statement
for the Property, a rent roll for the previous fiscal quarter, copies of Leases executed during the previous fiscal quarter, and
a DSCR Certificate for the purposes of determining whether any prepayment, delivery of collateral or other action may be required
pursuant to Sections 9.13(a) – (c) hereof. Except as otherwise agreed to by Lender, all such financial information shall
be prepared in accordance with GAAP or International Financial Reporting Standards, consistently applied. In addition, the Borrower
shall provide to Lender, not later than thirty (30) days prior to the fiscal year end, operating and capital budgets for the Property
and Improvements for the next calendar year, which budgets shall show projected Gross Operating Income, Operating Expenses and
capital expenditures, each on a monthly basis.


 




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(b)          Guarantor
Reporting. Until such time as the Loan shall have been paid in full, the Guarantor shall deliver to Lender, as soon as available,
but in no event later than one-hundred twenty (120) days after each fiscal year end, which shall end as of the last day of a calendar
quarter, a current annual financial statement (including, without limitation, an income and expense statement, a cash flow statement
and a balance sheet, together with supporting property schedules) of Guarantor, audited by a Big Four accounting firm (or such
other firm as may be reasonably acceptable to Lender), in form, substance and detail as is reasonably acceptable to Lender. Each
annual financial statement shall be accompanied by a certificate of Guarantor stating that each such annual financial statement
is true, correct, accurate, and complete and presents fairly the financial condition and results of the operations of Guarantor
and has been prepared in accordance with GAAP or International Financial Reporting Standards as of the date of the applicable financial
report. In addition to the foregoing, the Guarantor shall deliver to Lender as soon as available but no later than ninety (90)
days after the closing date of each fiscal quarter, a quarterly financial statement (including, without limitation, an income and
expense statement, a cash flow statement and a balance sheet), in form, substance and detail reasonably acceptable to Lender, accompanied
by a certificate of Guarantor stating that each such quarterly financial statement is true, correct, accurate, and complete and
presents fairly the financial condition and results of the operations of Guarantor and has been prepared in accordance with GAAP
or International Financial Reporting Standards as of the date of the applicable financial report. Concurrently with delivery of
the annual and quarterly financial statements referred to above, the Guarantor shall deliver a compliance certificate setting forth
in reasonable detail the calculation of the Guarantor’s Net Worth for such fiscal quarter (or in the case of the annual financial
statements, the last fiscal quarter of such fiscal year). Except as otherwise agreed to by Lender, all such financial information
shall be prepared in accordance with GAAP or International Financial Reporting Standards as of the date of the applicable financial
report, consistently applied.


 


(c)          Certificate
of Borrower and Guarantor. Together with each delivery of any financial statement pursuant to Section 10.1(a) or Section
10.1(b), Borrower or Guarantor, as applicable, shall provide the certificate of a financial officer or other authorized signatory
that such person has reviewed the terms of this Agreement and the other Loan Documents, and has made a review in reasonable detail
of the transactions and condition of Borrower or the Guarantor, as applicable, during the accounting period covered by financial
statements as he or she deems appropriate with respect to the giving of such certificate, and that such review has not disclosed
the existence during or at the end of such accounting period, and that such person does not have knowledge of the existence of
any condition or event which constitutes a Default or a material Potential Default as of the date of such certificate, or, if any
such condition or event existed or exists, specifying the nature and period of existence thereof and what action has been taken,
is being taken and is proposed to be taken with respect thereto.


 


(d)          Other
Information. Promptly upon Lender’s request, Borrower shall provide such other information (including but not limited
to leasing status reports) as Lender may reasonably require. In addition to all of the aforementioned documents, Borrower shall
deliver to Lender, as soon as available, all documents, reports and statements provided to the Mortgage Lender by Mortgage Borrower
in connection with the Mortgage Loan and/or the Property and Improvements.


 




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(e)          Budget.
For the partial year period commencing on the Effective Date, and for each fiscal year thereafter, the Borrower shall submit to
the Lender an Annual Budget for the Property not later than thirty (30) days prior to the commencement of such fiscal year in form
reasonably satisfactory to the Lender (in the same form as submitted for approval to Mortgage Lender). Borrower shall provide Lender
with prompt notice upon becoming aware of any failure of the Guarantor to be in compliance with the financial covenants set forth
in Section 9.17. From and after the occurrence of a Triggering Event and until a Triggering Event Termination, such Annual Budget
shall be subject to Lender’s written approval (each such Annual Budget, after it has been approved in writing by the Lender
shall be hereinafter referred to as an “Approved Annual Budget”). So long as no Triggering Event has occurred
and is continuing, such Annual Budget shall not be subject to Lender’s approval, and shall be deemed to be an Approved Annual
Budget for the purposes of this Agreement until the occurrence of a Triggering Event. Upon the occurrence of a Triggering Event,
Borrower shall provide to Lender (within five (5) Business Days after the occurrence of such Triggering Event) an Annual Budget
for the remainder of the then-current fiscal year, and such Annual Budget shall not be deemed to be an Approved Budget until approved
by Lender in its reasonable discretion. These approval provisions will then apply until a Triggering Event Termination. In the
event that the Lender objects to a proposed Annual Budget (or a modification to an Approved Annual Budget) submitted by the Borrower
for approval, the Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to
Borrower a reasonably detailed description of such objections) and the Borrower shall promptly revise such Annual Budget and resubmit
the same to the Lender. The Lender shall advise the Borrower of any objections to such revised Annual Budget within ten (10) days
after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly
revise the same in accordance with the process described in this subsection until the Lender approves the Annual Budget. Failure
of Lender to object to an Annual Budget within the time frames described above shall be deemed to be approval of such Annual Budget
as an Approved Annual Budget; provided the Borrower’s request states prominently in bold capital letters that Lender’s
failure to respond with such time period may result in deemed consent or approval.


 


10.2         BOOKS
AND RECORDS. The Borrower shall maintain complete books of account and other records for the Collateral, the Property
and Improvements and for disbursement and use of the proceeds of the Loan, and the same shall be available for inspection and
copying by Lender upon reasonable prior notice. Borrower shall be obligated to reimburse the Lender for its costs and expenses
incurred in connection with the exercise of their rights under this Section while a Default exists.


 


10.3         INTENTIONALLY
DELETED.


 


10.4         INTENTIONALLY
DELETED.


 


10.5         INTENTIONALLY
DELETED.


 


10.6         KNOWLEDGE
OF DEFAULT; ETC. The Borrower shall promptly, upon obtaining knowledge thereof, report in writing to Lender the
occurrence of any Default.


 


10.7         LITIGATION,
ARBITRATION OR GOVERNMENT INVESTIGATION. The Borrower shall promptly, upon obtaining knowledge thereof, report
in writing to Lender, (i) the institution of, or threat in writing of, any material proceeding against or affecting Borrower,
Mortgage Borrower, the Collateral or the Property, including any eminent domain or other condemnation proceedings affecting the
Property, or (ii) any material development in any proceeding already disclosed, which, in either case, has a Material Adverse
Effect, which notice shall contain such information as may be reasonably available to Borrower or Mortgage Borrower to enable
Lender and its counsel to evaluate such matters.


 


10.8         intentionally
omitted.


 




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ARTICLE 11. DEFAULTS AND REMEDIES


 


11.1         DEFAULT.
The occurrence of any one or more of the following shall constitute an event of default (“Default”) under this
Agreement, the other Loan Documents and the Guaranty:


 


(a)          Monetary.
Borrower’s failure to pay when due any sums payable under Section 2.6(a); or


 


(b)          Other
Monetary. Borrower’s failure to pay when due any sums payable under this Agreement, the Hazardous Materials Indemnity,
the Note, Agreement and any of the other Loan Documents other than those set forth in Section 11.1(a) and such failure continues
for five (5) Business Days after written notice by Lender; or


 


(c)          Performance
of Obligations. Any Borrower’s or Guarantor’s failure to perform in any material respect any obligation (other
than those specified in clauses (a) and (b), and clauses (d) through (o) of this Section 11.1) that it is required to perform
under any of the Loan Documents or the Guaranty and the continuance of such failure for thirty (30) days after written notice thereof
from Lender; provided, however, other than with respect to a failure to deliver any documents or information to the Lender which
Borrower or the Guarantor is required to under the Loan Documents or the Guaranty, if such failure cannot be cured by Borrower
or Guarantor, as the case may be, within such thirty (30) day period with reasonable diligence, then said thirty (30) day period
shall be extended for such additional time period as Borrower or Guarantor shall require to cure the same, provided that such party
commences to cure within such thirty (30) day period and thereafter continues with reasonable diligence to cure the same, but in
no event shall such additional period exceed ninety (90) days; or


 


(d)          Liens,
Material Damage. (i) Subject to Borrower’s right to contest as provided in the second proviso of Section 4.4, if
the Property becomes subject to any mechanic’s, materialman’s or other Lien, except a Permitted Lien, and such Lien
is not discharged (by payment or bonding) within forty five (45) days after Borrower obtains knowledge of such Lien, or (ii) any
material damage to, or loss, theft or destruction of, any Collateral, or the Property whether or not insured, or any strike, lockout,
labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than thirty (30) consecutive
days beyond the coverage period of any applicable business interruption insurance, or, if such event is not covered by business
interruption insurance, for ninety (90) consecutive days, the cessation or substantial curtailment of revenue producing activities
of Borrower or Mortgage Borrower, but only if any such event or circumstance could reasonably be expected to have a Material Adverse
Effect; or


 




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(e)          Representations
and Warranties. The material breach of any representation or warranty of Borrower or the Guarantor in any of the Loan Documents
or the Guaranty or in any report, certificate, financial statement or other document prepared or certified by Borrower or Guarantor
and furnished pursuant to or in connection with this Agreement or any other Loan Documents or the Guaranty, provided that in the
event of an unintentional breach of a representation or warranty which exists due to circumstances or conditions which are capable
of being cured within thirty (30) days, Borrower or Guarantor, as the case may be, shall have thirty (30) days from the date of
Lender’s delivery of notice of the breach in which to cure the breach; however, if such breach has not or would not reasonably
be likely to cause a Material Adverse Effect and such breach cannot be cured by Borrower or Guarantor, as the case may be, within
such thirty (30) day period with reasonable diligence, then said thirty (30) day period shall be extended for such additional time
period as Borrower or Guarantor, as the case may be, shall require to cure the same, provided that such party commences such cure
within such thirty (30) day period and thereafter continues with reasonable diligence to cure the same, but in no event shall such
additional period exceed sixty (60) days; or


 


(f)           Voluntary
Bankruptcy; Insolvency; Dissolution. (i) The filing of a petition by Borrower or Mortgage Borrower for relief under the Bankruptcy
Code, or under any other present or future state or federal law regarding bankruptcy, reorganization or other debtor relief law;
(ii) the filing of any pleading or an answer by Borrower or Mortgage Borrower in any involuntary proceeding under the Bankruptcy
Code or other debtor relief law which admits the jurisdiction of the court or the petition’s material allegations regarding
Borrower’s insolvency; (iii) a general assignment by Borrower or Mortgage Borrower for the benefit of creditors; or (iv)
Borrower applying for, or the appointment of, a receiver, trustee, custodian or liquidator of Borrower or Mortgage Borrower or
any of its property; or


 


(g)          Involuntary
Bankruptcy. The failure of Borrower or Mortgage Borrower to effect a full dismissal of any involuntary petition under the Bankruptcy
Code or under any other debtor relief law that is filed against Borrower or Mortgage Borrower or in any way restrains or limits
Borrower, Lenders regarding the Loan, the Collateral, the Property or the Improvements, prior to the earlier of the entry of any
court order granting relief sought in such involuntary petition, or ninety (90) days after the date of filing of such involuntary
petition; or


 


(h)          Partners;
Guarantors. The occurrence of any of the events specified in Section 11.1(f) or Section 11.1(g) as to Guarantor;
or


 


(i)           Transfer.
The occurrence of any Transfer other than a Permitted Transfer, Permitted Lien or Permitted Easement without the prior written
consent of Lender; or


 


(j)           Loss
of Priority. The failure at any time of the UCC Financing Statements to be a valid first lien on the Collateral or any portion
thereof, other than as a result of any termination of the UCC Financing Statements with respect to all or any portion of the Collateral
pursuant to the terms and conditions of this Agreement; or


 


(k)          Revocation
of Loan Documents. Borrower or Guarantor shall disavow, revoke or terminate the Guaranty, or any Loan Document to which it
is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority
the validity or enforceability of any Loan Document or the Guaranty; or


 


(l)           Interest
Rate Protection Agreement. If any of the following events shall occur: (1) the occurrence of a default by Mortgage Borrower
or Borrower, which default shall continue beyond the applicable notice and grace period, under any Interest Rate Protection Agreement
now or hereafter entered into by Mortgage Borrower or Borrower, including, without limitation, the Swap Contract (as defined in
the Mortgage Loan Agreement); or (2) without limitation to the provisions of the preceding clause (1), the failure of the Borrower
to comply with its obligations under Section 9.16(c) within the time periods proscribed therein; or


 




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(m)         Judgment.
One or more final, non-appealable judgment or judgments are entered against the Borrower or the Mortgage Borrower in an aggregate
amount greater than $3,500,000 which is not paid, bonded or otherwise satisfied in full within ninety (90) days following the date
such judgment was entered; provided, however that any such judgment shall not be a Default under this Section 11.1(m)
if and for long as (i) the amount of such judgment is covered by a valid and binding policy of insurance between the defendant
and an insurer (such insurer meeting the rating requirement set forth in Section 5.2(b) hereof), covering payment thereof and (ii)
the insurer has been notified of and has not disputed the claim made for payment of, the amount of such judgment, provided, further,
however, that if any such judgment shall constitute a Lien on the Property, the provisions of Section 11.1(d) shall apply; or


 


(n)          Guaranties.
The occurrence of a default under the Guaranty or the Hazardous Materials Indemnity Agreement, beyond any applicable notice and
cure period set forth therein, if any; or


 


(o)          Mortgage
Loan. A Mortgage Loan Default shall occur, and shall not have been cured by Mortgage Borrower, or if Mortgage Borrower enters
into or otherwise suffers or permits any amendment, waiver, supplement, termination, extension, renewal, replacement or other modification
of any Mortgage Loan Document without the prior written consent of Lender; or


 


(p)          Guarantor
Financial Covenants. Either (i) the Guarantor shall at any time fail to comply with the financial covenants set forth in Section
9.17(a) or (ii) the Guarantor shall at any time fail to comply with the financial covenants set forth in Section 9.17(b) and, in
connection with the resultant Sweep Guaranty Termination Event, Borrower fails to comply with its obligations set forth in Section
8.5(c) of this Agreement; or


 


(q)          Co-Ownership
Agreement. If Borrower or Mortgage Borrower defaults under the Co-Ownership Agreement beyond the expiration of applicable notice
and grace periods, if any, thereunder which such default results in a Material Adverse Effect or if the Co-Ownership Agreement
is canceled, terminated or surrendered or expires pursuant to its terms, unless in such case Borrower or Mortgage Borrower shall
within thirty (30) days thereafter cause the Co-Ownership Agreement to be reinstated or continued, as the case may be; or


 


(r)           Partition.
If Borrower or Mortgage Borrower any other Person commences any proceeding or takes any action to terminate the Co-Ownership Agreement
or partition the tenancy-in-common described therein without the prior written consent of Lender and, if a Person other than Borrower
or Mortgage Borrower, the same is not dismissed within ninety (90) days of its commencement; or


 


(s)          Breach
of Sanctions Provisions. The failure of any representation or warranty of Borrower, or Borrower’s failure to perform
or observe any covenant, contained in either of those Sections of this Agreement entitled “Anti-Corruption Laws and Sanctions”
or “Compliance With Anti-Corruption Laws and Sanctions”; or


 




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(t)           Money
Laundering. The (i) conviction of Mortgage Borrower, Borrower, Sponsor, Guarantor, BPO or any Sponsor BFP Subsidiary, or any
officer or director thereof, on any charge of violating any Anti-Money Laundering Laws, or (ii) indictment, arraignment or custodial
detention of Mortgage Borrower, Borrower, Sponsor, Guarantor, BPO or any Sponsor BFP Subsidiary, or any officer or director thereof,
on any charge of violating any Anti-Money Laundering Laws, to the extent such indictment, arraignment or custodial detention is
reasonably expected to, in the opinion of Lender, result in a Material Adverse Effect or to subject Lender to liability by any
Governmental Authority.


 


Notwithstanding the foregoing, in no event
shall any Default result from Borrower’s failure to pay any amount if both (i) Lender is expressly obligated pursuant to
the terms of the Loan Documents to release funds to Borrower to pay such amount and (ii) Lender breaches, and continues to be in
breach of, such obligation.


 


11.2         ACCELERATION
UPON DEFAULT; REMEDIES.


 


(a)          Automatic
Acceleration. Upon the occurrence of a Default specified in Sections 11.1(f) or 11.1(g), the principal of, and all accrued
interest on, the Loan and the Note at the time outstanding, and all of the other Obligations of Borrower, including, but not limited
to, the other amounts owed to Lender under this Agreement, the Note or any of the other Loan Documents shall become immediately
and automatically due and payable by Borrower without presentment, demand, protest, or other notice of any kind, all of which are
expressly waived by Borrower.


 


(b)          Acceleration.
If any other Default shall exist, the Lender may declare the principal of, and accrued interest on, the Loan and the Note at the
time outstanding and all of the other Obligations, including, but not limited to, the other amounts owed to the Lender under this
Agreement, the Note or any of the other Loan Documents to be forthwith due and payable, whereupon the same shall immediately become
due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Borrower.


 


(c)          Loan
Documents. The Lender may exercise any and all of its rights under any and all of the other Loan Documents. Upon any such acceleration,
Lender may, in addition to all other remedies permitted under this Agreement and the other Loan Documents and at law or equity,
apply any sums in the Accounts to the sums owing under the Loan Documents and any and all obligations of Lenders to fund further
disbursements under the Loan shall terminate.


 


(d)          Appointment
of Receiver. To the extent permitted by Applicable Law while a Default is continuing, the Lender shall be entitled to the appointment
of a receiver for the assets and properties of the Borrower, without notice of any kind whatsoever and without regard to the adequacy
of any security for the Obligations or the solvency of any party bound for its payment, to take possession of all or any portion
of the Collateral, and/or the business operations of the Borrower and to exercise such power as the court shall confer upon such
receiver.


 




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(e)          Marshaling.
The Lender shall not be under any obligation to marshal any assets in favor of any Loan Party or any other party or against or
in payment of any or all of the Obligations. To the extent that any Loan Party makes a payment or payments to the Lender and the
Lender enforces its security interests or exercises its rights of setoff, and such payment or payments or the proceeds of such
enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable
cause, then to the extent of such recovery, the Obligations, or part thereof originally intended to be satisfied, and all Liens,
rights and remedies therefore, shall be revived and continued in full force and effect as if such payment had not been made or
such enforcement or setoff had not occurred.


 


(f)           Remedy
Procedures.


 


(i)          Nothing
contained herein or in any other Loan Document shall be construed as requiring the Lender to resort to the Property or any other
Collateral for satisfaction of the Obligations in preference or priority to any other Collateral, and Lender may seek satisfaction
out of the Property or all of the other Collateral or any part thereof, in its absolute discretion in respect of the Obligations.
The Lender shall have the right to foreclose on the Pledge Agreement in any manner and for any amounts secured by the Pledge Agreement
then due and payable as determined by the Lender its sole discretion. The Borrower hereby absolutely and irrevocably appoints the
Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary
or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof.


 


(ii)         Without
limitation to the foregoing, upon the occurrence and during the continuance of a Default, Lender shall have the right to institute
a proceeding or proceedings for the foreclosure of the Pledge Agreement whether by court action, power of sale or otherwise, under
any applicable provision of law, for all or any part of the Obligations, and the lien and the security interest created by the
Pledge Agreement shall continue in full force and effect without loss of priority as a lien and security interest securing the
payment of that portion of the Obligations then due and payable but still outstanding.  Lender shall be permitted to enforce
payment and performance of the Obligations and exercise any and all rights and remedies under the Loan Documents, or as provided
by law or at equity, by one or more proceedings, whether contemporaneous, consecutive or both, to be determined by Lender, in its
sole discretion, in the State or county in which the Property is located.  Any and all sums received by Lender in connection
with the enforcement of the Pledge Agreement shall be applied to the Obligations in such order and priority as Lender shall determine,
in its sole discretion.


 


(g)          Order
of Payments. If a Default exists and maturity of any of the Obligations has been accelerated or the Maturity Date has occurred,
all payments received by the Lender under any of the Loan Documents, in respect of any principal of or interest on the Obligations
or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in such order and priority as Lender shall
determine, in its sole discretion.


 


11.3         DISBURSEMENTS
TO THIRD PARTIES. Upon the occurrence of a Default occasioned by Borrower’s failure to pay money to a third
party as required by this Agreement, Lender may but shall not be obligated to make such payments. The Borrower shall immediately
repay such funds upon written demand of Lender. In either case, the Default with respect to which any such payment has been made
by Lender shall not be deemed cured until such deposit or repayment (as the case may be) has been made by Borrower to Lender.


 




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11.4         COSTS
OF ENFORCEMENT; REPAYMENT OF FUNDS ADVANCED. All costs of enforcement and collection (including reasonable attorneys’
fees and expenses) and any other funds expended by Lender in the exercise of its rights or remedies under this Agreement and the
other Loan Documents shall be payable by the Borrower to Lender upon demand, together with interest at the rate applicable to
the principal balance of the Loan from the date the funds were expended.


 


11.5         RIGHTS
CUMULATIVE, NO WAIVER. All Lender’s rights and remedies provided in this Agreement and the other Loan Documents,
together with those granted by law or at equity, are cumulative and may be exercised by Lender at any time. Lender’s exercise
of any right or remedy shall not constitute a cure of any Default unless all sums then due and payable to Lender under the Loan
Documents are repaid and Borrower has cured all other Defaults. No waiver shall be implied from any failure of Lender to take,
or any delay by Lender in taking, action concerning any Default or failure of condition under the Loan Documents, or from any
previous waiver of any similar or unrelated Default or failure of condition. Any waiver or approval under any of the Loan Documents
must be in writing and shall be limited to its specific terms.


 


11.6         INTENTIONALLY
OMITTED.


 


ARTICLE 12. THE LENDER


 


12.1         Reimbursement
for Protective Advances. Lender may make, and shall be reimbursed in full by Borrower for, protective advances
with respect to any amounts owed by Borrower in connection with the Collateral, or any amounts owed by Mortgage Borrower in
connection with the Property and Improvements, including, among other things, payments required by Mortgage Borrower under
the Mortgage Loan in connection with the Property, including Property Taxes, assessments and governmental charges or levies
imposed upon the Property or Improvements, and amounts expended to pay insurance premiums for policies of insurance related
to such Property, subject to any applicable Mortgage Borrower right to contest such item as set forth in the Mortgage Loan
Documents. The Borrower agrees to pay on demand all Protective Advances.


 


12.2         SETOFF.
In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Lender
and such Participant is hereby authorized by the Borrower, at any time or from time to time while a Default exists, without notice
to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender or a Participant
subject to receipt of the prior written consent of the Lender and the Lender exercised in its 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 Lender, any
affiliate of Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of
the Obligations, irrespective of whether or not any or all of the Loan and all other Obligations have been declared to be, or
have otherwise become, due and payable as permitted by Section 11.2, and although such Obligations shall be contingent or
unmatured.


 




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ARTICLE 13. MISCELLANEOUS PROVISIONS


 


13.1         INDEMNITY.
The Borrower hereby agrees to defend, indemnify and hold harmless the Lender, its respective directors, officers, employees, agents,
successors and assigns (in their capacities as such) from and against any and all losses, damages, liabilities, claims, actions,
judgments, court costs and reasonable legal fees or other expenses (including, without limitation, attorneys’ fees and expenses)
which Lender may incur as a direct consequence of: (a) the purpose to which Borrower applies the Loan proceeds; (b) the
failure of Borrower or guarantor to perform any obligations as and when required by this Agreement, any of the other Loan Documents
or any Other Related Document; (c) any failure at any time of Borrower’s representations or warranties to be true and
correct; or (d) any act or omission by Borrower, constituent partner or member of Borrower, any contractor, subcontractor
or material supplier, engineer, architect or other person or entity with respect to the Property. Borrower shall pay to Lender
within ten (10) days after demand thereof any amounts owing under this indemnity, together with interest from the date the indebtedness
arises until paid at the rate of interest applicable to the principal balance of the loan. Borrower’s duty and obligations
to defend, indemnify and hold harmless the Lender shall survive cancellation of the notes.


 


13.2         FORM
OF DOCUMENTS. The form and substance of all documents, instruments, and forms of evidence to be delivered to Lender
under the terms of this Agreement, any of the other Loan Documents or Other Related Documents shall be subject to Lender’s
approval and shall not be modified, superseded or terminated in any respect without Lender’s prior written approval.


 


13.3         NO
THIRD PARTIES BENEFITED. No person other than Lender and Borrower and their permitted successors and assigns shall
have any right of action under any of the Loan Documents or Other Related Documents.


 


13.4         NOTICES.
All notices, demands, or other communications under this Agreement, the other Loan Documents or the Other Related Documents shall
be in writing, shall be delivered by hand or overnight courier service (with a reputable overnight courier service), or mailed
by certified or registered mail, return receipt requested, and shall be delivered to the appropriate party at the address set
forth on the signature page of this Agreement (subject to change from time to time by written notice to all other parties to this
Agreement). All communications shall be deemed served upon delivery, or (a) if mailed, upon the first to occur of receipt or the
expiration of three (3) days after the deposit in the United States Postal Service mail, postage prepaid and addressed to the
address of Borrower or Lender at the address specified or (b) if sent by hand or overnight courier service, upon the first to
occur of receipt or one (1) Business Day after being deposited with the courier service; provided, however, that non-receipt of
any communication as the result of any change of address of which the sending party was not notified or as the result of a refusal
to accept delivery shall be deemed receipt of such communication. Borrower shall forward to Lender, without delay, copies of all
notices, letters and other communications delivered to the Property, Mortgage Borrower or Mortgage Lender in connection with the
Mortgage Loan or the Mortgage Loan Documents.


 




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13.5         ATTORNEY-IN-FACT.
Borrower hereby irrevocably appoints and authorizes Lender, as Borrower’s attorney-in-fact, which agency is coupled with
an interest, to execute and/or record in Lender’s or Borrower’s name any notices, instruments or documents that Lender
deems appropriate in its reasonable judgment to protect Lenders’ interest under any of the Loan Documents or Other Related
Documents; provided, that prior to a Default, Lender shall give Borrower at least five (5) Business Days’ notice before
exercising such power of attorney and no such action taken shall increase Borrower’s obligations or liabilities hereunder.


 


13.6         ACTIONS.
The Borrower agrees that Lender, in exercising the rights, duties or liabilities of Lender or Borrower under the Loan Documents
or Other Related Documents, may commence, appear in or defend, as is appropriate to protect its interest in the Collateral or
to prevent a Material Adverse Effect, any action or proceeding purporting to affect the Property, the Improvements, the Loan Documents
or the Other Related Documents and Borrower shall, within ten (10) days after demand, reimburse Lender for all such expenses so
incurred or paid by Lender, including, without limitation, attorneys’ fees and expenses and court costs.


 


13.7         RELATIONSHIP
OF PARTIES. The relationship of Borrower and Lender under the Loan Documents and Other Related Documents is, and
shall at all times remain, solely that of borrower and lender, and Lender neither undertakes nor assumes any responsibility or
duty to Borrower or to any third party with respect to the Property or Improvements, except as expressly provided in this Agreement,
the other Loan Documents and the Other Related Documents.


 


13.8         DELAY
OUTSIDE LENDER’S CONTROL. Lender shall not be liable in any way to Borrower or any third party for Lender’s
failure to perform or delay in performing under the Loan Documents (and Lender may suspend or terminate all or any portion of
Lender’s obligations under the Loan Documents) if such failure to perform or delay in performing results directly or indirectly
from, or is based upon, the action, inaction, or purported action, of any governmental or local authority, or because of war,
rebellion, insurrection, strike, lock-out, boycott or blockade (whether presently in effect, announced or in the sole judgment
of Lender deemed probable), or from any Act of God or other cause or event beyond Lender’s control.


 


13.9         ATTORNEYS’
FEES AND EXPENSES; ENFORCEMENT. If any attorney is engaged by Lender to enforce or defend any provision of this
Agreement, any of the other Loan Documents or Other Related Documents, or as a consequence of any Default under the Loan Documents
or Other Related Documents, with or without the filing of any legal action or proceeding, and including, without limitation, any
fees and expenses incurred in any bankruptcy proceeding of Borrower, then Borrower shall immediately pay to Lender, upon demand,
the amount of all reasonable attorneys’ fees and expenses and all costs incurred by Lender in connection therewith, together
with interest thereon from the date of such demand until paid at the rate of interest applicable to the principal balance of the
Loan.


 


13.10      IMMEDIATELY
AVAILABLE FUNDS. Unless otherwise expressly provided for in this Agreement, all amounts payable by Borrower to
Lender shall be payable only in United States Dollars, in immediately available funds.


 




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13.11      AMENDMENTS
AND WAIVERS.


 


(a)          Generally.
Except as otherwise expressly provided in this Agreement, (i) any consent or approval required or permitted by this Agreement or
in any Loan Document to be given by the Lender may be given, (ii) any term of this Agreement or of any other Loan Document may
be amended, (iii) the performance or observance by the Borrower or any other Loan Party of any terms of this Agreement or such
other Loan Document may be waived, and (iv) the continuance of any Default may be waived (either generally or in a particular instance
and either retroactively or prospectively) with, but only with, the written consent of the Lender, and, in the case of an amendment
to any Loan Document, the written consent of each Loan Party which is party thereto.


 


(b)          Amendment
of Lender’s Duties, Etc. No amendment, waiver or consent unless in writing and signed by the Lender shall affect the
rights or duties of the Lender under this Agreement, any of the other Loan Documents or Other Related Documents. 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. No course of dealing or delay
or omission on the part of the 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 the Borrower shall
entitle the Borrower to other or further notice or demand in similar or other circumstances.


 


13.12      SUCCESSORS
AND ASSIGNS.


 


(a)          Generally.
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior
written consent of the Lender.


 




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(b)          Participations.
Lender may at any time grant to an affiliate of Lender, or one or more banks or other financial institutions (each a “Participant”)
participating interests in its Commitments or the Obligations owing to Lender. Except as 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, Lender shall remain responsible for the performance of its obligations hereunder, and
the Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under
this Agreement. Any agreement pursuant to which Lender may grant such a participating interest shall provide that 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, Lender may agree
with the Participant that it will not, without the consent of the Participant, agree to (i) increase Lender’s Commitment,
(ii) extend the date fixed for the payment of principal on the Loans or portions thereof owing to Lender, (iii) reduce the rate
at which interest is payable thereon, (iv) release any Collateral (except as expressly provided in the Loan Documents) or (v) release
Guarantor from any liability under the Guaranty (except as expressly provided in the Loan Documents). An assignment or other transfer
which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent
of a participating interest granted in accordance with this subsection (b). A Participant, through the applicable participating
Lender, shall be entitled to the benefits of Section 2.11 in the same manner as if it were an Assignee so long as such Participant
shall have complied with the requirements of Section 2.11, and, provided, further, that no Participant shall be entitled to
receive any greater amount pursuant to Section 2.11 than the participating Lender would have been entitled to receive with
respect to the direct or indirect participation sold to the Participant (and without duplication of amounts payable to such participating
Lender). Each Lender that sells a participation shall, acting solely for this purpose as an 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, Commitments or other obligations under any Loan Document from time to time (the "Participant Register").
The obligations of Borrower under the Loan Documents are registered obligations within the meaning of Sections 163(f), 871(h)(2)
and 881(c)(2) of the Internal Revenue Code and any related regulations and any other relevant or successor provisions of the Internal
Revenue Code or such regulations (and shall be construed as such) and the right, title and interest of each Participant in and
to such obligations shall be transferable only upon notation of such transfer in the Participant Register. 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, 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, or other obligation is in registered
form under Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code. The entries in the Participant Register shall
be conclusive absent manifest error, and 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.


 


(c)          Assignments.
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. Upon the consummation of any such assignment, Assignee shall be deemed
to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender 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 subsection (c), the transferor Lender and the Borrower shall make
appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update
Schedule I attached hereto. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate
any interest in any Loan held by it hereunder to Borrower, or any of its respective affiliates or Subsidiaries. Lender, acting
for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each assignment delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (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, and Borrower and the Lender 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, notwithstanding notice to the
contrary. The Register shall be available for inspection by Borrower and Lender at any time and from time to time upon reasonable
prior notice. The obligations of Borrower under the Loan Documents are registered obligations and the right, title and interest
of Lender and its Assignees in and to such obligations shall be transferable only upon notation of such transfer in the Register.
This Section 13.12(c) shall be construed so that such obligations are at all times maintained in “registered from”
within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any
other relevant or successor provisions of the Internal Revenue Code or such regulations).


 




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(d)          Federal
Reserve Bank Assignments. In addition to the assignments and participations permitted under the foregoing provisions of the
Section, and without the need to comply with any of the formal or procedural requirements of this Section, Lender may at any time
and from time to time, pledge and assign all or any portion of its rights under all or any of the Loan Documents and Other Related
Documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release Lender from its obligation thereunder.


 


(e)          Information
to Assignee, Etc. A Lender may furnish any information concerning the Borrower, any subsidiary or any other Loan Party in the
possession of Lender from time to time to Assignees and Participants (including prospective Assignees and Participants). In connection
with such negotiation, execution and delivery, Borrower authorizes Lender to communicate all information and documentation related
to the Loan (whether to Borrower or to any Participant, Assignee, legal counsel, appraiser or other necessary party) directly by
e-mail, fax, or other electronic means used to transmit information.


 


(f)          Intentionally
Omitted.


 


13.13      STAMP,
INTANGIBLE AND RECORDING TAXES.


 


The Borrower will pay
any and all stamp, excise, intangible, registration, recordation and similar Taxes, fees or charges and shall indemnify the Lender
against any and all liabilities with respect to or resulting from any delay in the payment or omission to pay any such Taxes, fees
or charges, which may be payable or determined to be payable in connection with the execution, delivery, recording, performance
or enforcement of this Agreement, the Note and any of the other Loan Documents, the amendment, supplement, modification or waiver
of or consent under this Agreement, the Note or any of the other Loan Documents or the perfection of any rights or Liens under
this Agreement, the Note or any of the other Loan Documents.


 


13.14      LENDER’S
DISCRETION. Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove,
or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether
arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the
sole discretion of Lender, and with respect to any determination that is in the sole discretion of Lender, shall be final and
conclusive absent manifest error, in the case of numerical calculations.


 




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13.15      LENDER.
Upon the occurrence and during the continuance of a Default, Lender may designate an agent or independent contractor to exercise
any of Lender’s rights under this Agreement, any of the other Loan Documents and Other Related Documents (acknowledging
that Lender shall not engage such parties to perform ministerial services which Lender performs on a routine basis). Any reference
to Lender in any of the Loan Documents or Other Related Documents shall include Lender’s, agents, employees or independent
contractors. Borrower shall pay the costs of such agent or independent contractor either directly to such person or to Lender
in reimbursement of such costs, as applicable.


 


13.16      TAX
SERVICE. Lender, is authorized to secure, at Borrower’s expense, a tax service contract with a third party
vendor which shall provide tax information on the Property, Collateral and Improvements satisfactory to Lender.


 


13.17      WAIVER
OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THE LOAN DOCUMENTS OR OTHER RELATED DOCUMENTS, INCLUDING, WITHOUT LIMITATION,
ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO THE LOAN DOCUMENTS OR OTHER RELATED DOCUMENTS (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO,
IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING
IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF
ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY JURY.


 


13.18      SEVERABILITY.
If any provision or obligation under this Agreement, the other Loan Documents or Other Related Documents shall be determined by
a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed severed from the Loan
Documents and the Other Related Documents and the validity, legality and enforceability of the remaining provisions or obligations
shall remain in full force as though the invalid, illegal, or unenforceable provision had never been a part of the Loan Documents
or Other Related Documents, provided, however, that if the rate of interest or any other amount payable under the
Note or this Agreement or any other Loan Document, or the right of collectability therefor, are declared to be or become invalid,
illegal or unenforceable, Lenders’ obligations to make advances under the Loan Documents shall not be enforceable by Borrower.


 


13.19      TIME.
Time is of the essence of each and every term of this Agreement.


 


13.20      HEADINGS.
All article, section or other headings appearing in this Agreement, the other Loan Documents and Other Related Documents are for
convenience of reference only and shall be disregarded in construing this Agreement, any of the other Loan Documents and Other
Related Documents.


 




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13.21      GOVERNING
LAW.


 


(a)          THIS
AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY BORROWER AND ACCEPTED BY LENDER AND LENDERS IN THE STATE OF NEW
YORK, AND THE PROCEEDS OF THE LOAN WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP
TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED
IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. BORROWER
ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION,
VALIDITY AND ENFORCEABILITY OF THIS AGREEMENT AND ALL OF THE OBLIGATIONS ARISING HEREUNDER, AND UNCONDITIONALLY AND IRREVOCABLY
WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK GOVERNS THIS AGREEMENT, AND THIS AGREEMENT
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.


 


(b)          BORROWER
HEREBY CONSENTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY, UNCONDITIONALLY AND IRREVOCABLY, TO THE NONEXCLUSIVE JURISDICTION
OF THE FEDERAL AND STATE COURTS IN THE COUNTY AND STATE OF NEW YORK WITH RESPECT TO ANY PROCEEDING RELATING TO ANY MATTER, CLAIM
OR DISPUTE ARISING UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. BORROWER FURTHER CONSENTS, GENERALLY, UNCONDITIONALLY
AND IRREVOCABLY, TO THE NONEXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE COUNTY AND STATE IN WHICH ANY OF THE PROPERTY
IS LOCATED IN RESPECT OF ANY PROCEEDING RELATING TO ANY MATTER, CLAIM OR DISPUTE ARISING WITH RESPECT TO SUCH PROPERTY. BORROWER
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS, GENERALLY, UNCONDITIONALLY AND IRREVOCABLY, AT THE ADDRESSES SET FORTH
IN SECTION 13.4 HEREOF IN CONNECTION WITH ANY OF THE AFORESAID PROCEEDINGS IN ACCORDANCE WITH THE RULES APPLICABLE TO SUCH PROCEEDINGS
AND/OR PURSUANT TO THE LAST PARAGRAPH HEREOF. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY IRREVOCABLY WAIVES ANY
OBJECTION WHICH IT MAY NOW HAVE OR HAVE IN THE FUTURE TO THE LAYING OF VENUE IN RESPECT OF ANY OF THE AFORESAID PROCEEDINGS BROUGHT
IN THE COURTS REFERRED TO ABOVE AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE LENDER TO SERVE PROCESS
IN ANY MANNER PERMITTED BY LAW OR TO COMMENCE PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY JURISDICTION.


 




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(c)          PROCESS
MAY BE SERVED BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO BORROWER AT ITS ADDRESS REFERRED TO ABOVE.


 


13.22      USA
PATRIOT ACT NOTICE; COMPLIANCE.


 


The Patriot Act and federal
regulations issued with respect thereto require all financial institutions to obtain, verify and record certain information that
identifies individuals or business entities which open an “account” with such financial institution. Consequently,
a Lender may from time-to-time request, and the Borrower shall, and shall cause the other Loan Parties, to provide to Lender, such
Loan Party’s name, address, tax identification number and/or such other identification information as shall be necessary
for Lender to comply with federal law. An “account” for this purpose may include, without limitation, a deposit account,
cash management service, a transaction or asset account, a credit account, a loan or other extension of credit, and/or other financial
services product.


 


13.23      INTEGRATION;
INTERPRETATION. The Loan Documents and Other Related Documents contain or expressly incorporate by reference the
entire agreement of the parties with respect to the matters contemplated therein and supersede all prior negotiations or agreements,
written or oral. The Loan Documents and Other Related Documents shall not be modified except by written instrument executed by
all parties. Any reference to the Loan Documents or Other Related Documents includes any amendments, renewals or extensions now
or hereafter approved by Lender in writing.


 


13.24      JOINT
AND SEVERAL LIABILITY. The liability of the Borrower and all other persons and entities obligated in any manner
under this Agreement, any of the Loan Documents or Other Related Documents, other than Lender, shall be joint and several.


 


13.25      COUNTERPARTS.
To facilitate execution, this document may be executed in as many counterparts as may be convenient or required. It shall not
be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party,
appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making
proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on
behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing
the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached
to it additional signature pages.


 


13.26      LIMITED
RECOURSE. The members and other direct or indirect owners of Borrower and their officers, directors, partners,
members, shareholders, principals, managers, trustees, agents and affiliates (collectively, “Borrower Related Parties”)
shall have no personal liability for and none of their assets shall be subject to a claim arising out of the obligations of Borrower
hereunder or under any of the other Loan Documents or otherwise with respect to the Loan and the Loan Documents (other than the
Guaranty and the Hazardous Materials Indemnity Agreement, in each case, to the extent that any such Borrower Related Party is
a party thereto, and as more particularly set forth in such documents).


 




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13.27      REMEDIES
OF BORROWER. In the event that a claim or adjudication is made that Lender or its respective agents have acted
unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender
or its respective agents, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender
nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an
action seeking injunctive relief or declaratory judgment. The parties hereto agree that any action or proceeding to determine
whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.


 


13.28      CONFLICTS.
In the event of any conflict between the terms of this Agreement and the terms of the other Loan Documents and the Other Related
Documents, the terms of this Agreement shall prevail.


 


13.29      CONSTRUCTION
OF DOCUMENTS. The parties hereto acknowledge that they were represented by competent counsel in connection with
the negotiation, drafting and execution of this Agreement and the other Loan Documents and that this Agreement and the other Loan
Documents shall not be subject to the principle of construing their meaning against the party which drafted same.


 


13.30      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 Lender 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


 




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(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.


 


13.31      INTERCREDITOR
AGREEMENT.


 


(a)          Lender
and Mortgage Lender are or will be parties to the Intercreditor Agreement memorializing their relative rights and obligations with
respect to the Mortgage Loan, the Loan, Mortgage Borrower, Borrower, the Collateral and the Property. Borrower hereby acknowledges
and agrees that (i) such Intercreditor Agreement is intended solely for the benefit of Lender and Mortgage Lender and (ii) Borrower
and Mortgage Borrower are not intended third-party beneficiaries of any of the provisions therein and shall not be entitled to
rely on any of the provisions contained therein. Lender and Mortgage Lender shall have no obligation to disclose to Borrower or
Mortgage 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.


 


(b)          In
the event Lender is required pursuant to the terms of the Intercreditor Agreement to pay over any payment or distribution of assets,
whether in cash, property or securities which is applied to the Debt, including, without limitation, any proceeds of the Property
previously received by Lender on account of the Loan to the Mortgage Lender, then Borrower agrees to indemnify Lender for any amounts
so paid, and any amount so paid shall continue to be owing pursuant to the Loan Documents as part of the Debt notwithstanding the
prior receipt of such payment by Lender.


 


13.32      MORTGAGE
LOAN DEFAULTS.


 


(a)          Without
limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations
hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower
has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not
the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered
proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against
Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower
or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that
are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause
all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower to be performed or observed
thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its
sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or
the Collateral. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. All sums
so paid and the costs and expenses incurred by Lender in exercising rights under this Section (including, without limitation,
reasonable attorneys’ and other professional fees), with interest at the Alternate Rate, for the period from the date of
demand by Lender to Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall
be secured by the Pledge Agreement and shall be due and payable to Lender within two (2) Business Days following demand therefor.


 




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(b)          Borrower
hereby grants, and shall cause Mortgage Borrower to grant, Lender and any Person designated by Lender the right to enter upon the
Property at any time for the purpose of carrying out the rights granted to Lender under this Section 13.34. Borrower
shall not, and shall not cause or permit Mortgage Borrower or any other Person to impede, interfere with, hinder or delay, any
effort or action on the part of Lender to cure any default or asserted default under the Mortgage Loan, or to otherwise protect
or preserve Lender’s interests in the Loan and the Collateral, including the Property in accordance with the provisions of
this Agreement and the other Loan Documents.


 


(c)          Borrower
hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments,
actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’
and other professional fees, whether or not suit is brought, and settlement costs), and disbursements of any kind or nature whatsoever
which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions. Lender shall have no obligation
to Borrower, Mortgage Borrower or any other party to make any such payment or performance. Borrower shall not impede, interfere
with, hinder or delay, and shall cause Mortgage Borrower to not impede, interfere with, hinder or delay, any effort or action on
the part of Lender to cure any default or asserted default under the Mortgage Loan, or to otherwise protect or preserve Lender’s
interests in the Loan and the Collateral following a default or asserted default under the Mortgage Loan.


 


(d)          If
Lender shall receive a copy of any notice of default under the Mortgage Loan Documents sent by Mortgage Lender to Mortgage Borrower,
such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in
reliance thereon. As a material inducement to Lender making the Loan, Borrower hereby absolutely and unconditionally releases and
waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section other
than claims arising out of the fraud, illegal acts, gross negligence or willful misconduct of Lender. In the event that Lender
makes any payment in respect of the Mortgage Loan, Lender shall be subrogated to all of the rights of Mortgage Lender under the
Mortgage Loan Documents against the Property, in addition to all other rights it may have under the Loan Documents.


 


(e)          Any
default under the Mortgage Loan which is cured by Lender, whether or not such cure is prior to the expiration of any applicable
grace, notice or cure period under the Mortgage Loan Documents, shall constitute an immediate Default under this Agreement without
any notice, grace or cure period otherwise applicable under this Agreement unless Borrower (x) reimburses Lender for reasonable
all costs and expenses incurred by Lender in connection with such cure and (y) otherwise cures such default and/or Mortgage Lender
accepts the cure of such default, in the case of each of (x) and (y) prior to the expiration of any notice, grace or cure period
provided under the Mortgage Loan Documents.


 


(f)           In
the event that Lender makes any payment in respect of the Mortgage Loan, Lender shall be subrogated to all of the rights of Mortgage
Lender under the Mortgage Loan Documents against the Property and Mortgage Borrower in addition to all other rights Lender may
have under the Loan Documents or applicable law.


 






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13.33      DISCUSSIONS
WITH MORTGAGE LENDER. 


 


In connection with
the exercise of its rights set forth in the Loan Documents, Lender shall have the right at any time to discuss the Property, the
Mortgage Loan, the Loan or any other matter directly with Mortgage Lender or Mortgage Lender’s consultants, agents or representatives
without notice to or permission from Borrower or any other Loan Party, nor shall Lender have any obligation to disclose such discussions
or the contents thereof with Borrower or any other Loan Party.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




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IN WITNESS WHEREOF,
Borrower, and Lender have executed this Agreement as of the date appearing on the first page of this Agreement.


 


“LENDER”


 


RVP MEZZ
DEBT 1 LLC, a Delaware limited


liability
company


 


By: Regency Vista Park, LLC, a Delaware


limited liability company, its initial sole member


 


	By:	/s/ Robert Smith	 
	Name:   	Robert Smith	 
	Title:	Vice President	 







Lender’s Address:


 


RVP Mezz Debt 1 LLC


c/o J.P. Morgan Investment Management, Inc.


270 Park Avenue, 7th Floor


New York, New York 10017


Attention: Candace D. Chao


 


and


 





RVP Mezz Debt 1 LLC


c/o J.P. Morgan Investment Management, Inc.


2029 Century Park E. Suite 4150


Los Angeles, California 90067


Attention: Steven Zaun




 


with a copy to:


 


Stroock & Stroock & Lavan LLP


180 Maiden Lane


New York, New York 10038


Attn: Diana Brummer, Esq.


 






[Signature Page to Mezzanine Loan
Agreement]


 




     


     


    

  


“BORROWER”


 


EYP MEZZANINE, LLC, a Delaware limited

liability company


 


	By: 	/s/ Jason Kirschner	 
	Name:    	Jason Kirschner	 
	Its:	Senior Vice President, Finance	 







Borrower’s Address:


 


EYP Mezzanine, LLC


c/o Brookfield Properties, Inc.


Brookfield Place


250 Vesey Street, 15th Floor


New York, New York 10281


Attention: Jason Kirschner


 


with a copy to:


 


EYP Mezzanine, LLC


c/o Brookfield Properties, Inc.


Brookfield Place


250 Vesey Street, 15th Floor


New York, New York 10281


Attention: General Counsel


 


with a copy to:


 


Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Attention: Steven Wilner






 


[Signature Page to Mezzanine Loan
Agreement]


 






     

     

    

 


Schedule I – Pro Rata Shares


 


	Lender	 	Commitment	 	 	Pro Rata Share	 
	 	 	 	 	 	 	 
	RVP MEZZ DEBT 1 LLC	 	$	35,000,000.00	 	 	 	100	%
	 	 	 	 	 	 	 	 	 
	TOTALS	 	$	35,000,000.00	 	 	 	100	%



 




    	 	Schedule I-1	 



     


    

 


Schedule II – Existing Leases/Rent
Rolls


 


(See attached)


 




    	 	Schedule II-1	 



     


    

 





Schedule III – Litigation
Disclosure


 


None


 




    	 	Schedule III-1	 



     


    

 


Schedule IV – Environmental
Reports


 


Phase I Environmental Site Assessment, Ernst & Young Plaza,
EBI Project No. 1118000209, January 26, 2018, EBI Consulting 


 




    	 	Schedule IV-1	 



     


    

 


Schedule V – REA’s


 


Amended and Restated Owners’ Operating and Reciprocal
Easement Agreement, by and among South Figueroa Plaza Associates (as successor-in-interest to Seventh Street Plaza Associates),
the Community Redevelopment Agency of the City of Los Angeles, California and PPLA Plaza Limited Partnership, dated June 20, 1986,
and recorded in the Recorder’s Office of Los Angeles County, California as document 87-885291


 


Reciprocal Easement and Cost Sharing Agreement, dated September
10, 2014 executed by EYP Realty, LLC, a Delaware limited liability company, BOP FIGat7th LLC, a Delaware limited liability company
and BOP FIGat7th Parking LLC, a Delaware limited liability company, and recorded September 11, 2014 as Instrument No. 2014-0962893,
of Official Records. 


 




    	 	Schedule V-1	 



     


    

 


Schedule VI – Lease Disclosures


 


[See attached] 


 




    	 	Schedule VI-1	 



     


    

 





EXHIBIT A


 


DESCRIPTION OF PROPERTY


 


THE LAND REFERRED TO HEREIN BELOW IS SITUATED
IN THE CITY OF LOS ANGELES, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:


 


PARCEL 1:


 


LOTS 1, 2 AND 4 OF TRACT 71804, IN THE
CITY OF LOS ANGELES, AS PER MAP RECORDED IN BOOK 1379 PAGES 42 TO 48 INCLUSIVE OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.


 


EXCEPT THEREFROM ALL MINERALS, GAS, OIL,
PETROLEUM, NAPTHA AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER THAT PORTION OF SAID LAND, INCLUDED WITHIN THAT PORTION OF THE
JACKINS TRACT IN BOOK 2 PAGE 71 OF MAPS, DESCRIBED AS FOLLOWS:


 


LOT 16 AND THE EASTERLY 10 FEET OF LOT
17 TOGETHER WITH THAT PORTION OF SAID LAND WHICH WOULD PASS BY OPERATIONS OF LAW WITH THE CONVEYANCE OF SAID LOT 16 AND THE EASTERLY
10 FEET OF LOT 17 TOGETHER WITH ALL NECESSARY AND CONVENIENT RIGHTS TO EXPLORE FOR, DEVELOP, PRODUCE, EXTRACT AND TAKE THE SAME
INCLUDING THE EXCLUSIVE RIGHT TO DIRECTIONALLY DRILL INTO AND THROUGH SAID LAND FROM OTHER LANDS AND INTO THE SUBSURFACE OR OTHER
LANDS, SUBJECT TO THE EXPRESS LIMITATIONS THAT ANY AND ALL OPERATIONS FOR THE EXPLORATION, DEVELOPMENT, PRODUCTION, EXTRACTION
AND TAKING OF ANY OF SAID SUBSTANCES SHALL BE CARRIED ON AT LEVELS BELOW THE DEPTH OF 500 FEET FROM THE SURFACE OF THE ABOVE DESCRIBED
PROPERTY BY MEANS OF MINES, WELLS, DERRICKS, AND/OR OTHER EQUIPMENT FROM THE SURFACE LOCATIONS ON ADJOINING OR NEIGHBORING LAND
LYING OUTSIDE OF THE ABOVE DESCRIBED PROPERTY AND SUBJECT FURTHER TO THE EXPRESS LIMITATIONS THAT THE FOREGOING RESERVATIONS SHALL
IN NO WAY BE INTERPRETED TO INCLUDE ANY RIGHTS OF ENTRY IN AND UPON THE SURFACE OF THE ABOVE DESCRIBED STRIP OF LAND, AS RESERVED
BY MARY E. MC KENNEY, A MARRIED WOMAN ALSO KNOWN AS MARY ELIZABETH MC KENNEY, IN DEED RECORDED SEPTEMBER 24, 1968 AS INSTRUMENT
NO. 560.


 


EXCEPT FROM SAID LOT, ALL OIL, GAS, AND
MINERAL SUBSTANCES, TOGETHER WITH THE RIGHT TO EXPLORE FOR AND EXTRACT SUCH SUBSTANCES, PROVIDED THAT THE SURFACE OPENING OF ANY
WELL, HOLE, SHAFT OR OTHER MEANS OF EXPLORING FOR, REACHING OR EXTRACTING SUCH SUBSTANCES SHALL NOT BE LOCATED WITHIN THE CENTRAL
BUSINESS DISTRICT REDEVELOPMENT PROJECT AREA AS RECORDED IN BOOK M5077 PAGE 558 OF LOS ANGELES COUNTY RECORDS, STATE OF
CALIFORNIA, AND SHALL NOT PENETRATE ANY PART OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED
IN DEED RECORDED JUNE 7, 1982 AS INSTRUMENT NO. 82-576233.


 




    	 	Exhibit A-1	 



     


    

 


PARCEL 2:


 


EASEMENTS FOR PARKING, INGRESS AND EGRESS
FOR PEDESTRIANS AND AUTOMOBILES, UTILITIES, SUPPORT, CONSTRUCTION, LOADING DOCKS, ENCROACHMENTS AND OTHER MATTERS UPON THE TERMS
AND CONDITIONS CONTAINED IN AND AS PROVIDED IN THAT CERTAIN AMENDED AND RESTATED OWNERS' OPERATING AND RECIPROCAL EASEMENT AGREEMENT
BY AND AMONG SEVENTH STREET PLAZA ASSOCIATES, THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES, CALIFORNIA, AND PPLA
PLAZA LIMITED PARTNERSHIP, DATED JUNE 20, 1986 AND RECORDED JUNE 04, 1987 AS INSTRUMENT NO. 87-885291, OFFICIAL RECORDS,
SAID AGREEMENT BEING AMENDED BY AMENDMENT NO. 1 TO AMENDED AND RESTATED OWNERS' OPERATING AND RECIPROCAL EASEMENT AGREEMENT, DATED
DECEMBER 5, 1990, BY AND BETWEEN PPLA PLAZA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP AND SOUTH FIGUEROA PLAZA ASSOCIATES,
A CALIFORNIA GENERAL PARTNERSHIP, SUCCESSOR IN INTEREST TO SEVENTH STREET PLAZA ASSOCIATES, A CALIFORNIA GENERAL PARTNERSHIP, FORMERLY
KNOWN AS OXFORD-PRUDENTIAL JOINT VENTURE, RECORDED DECEMBER 21, 1990 AS INSTRUMENT NO. 90-2108281,AND RE-RECORDED APRIL 30,
1991 AS INSTRUMENT NO. 91-619078, BOTH OF OFFICIAL RECORDS, AND BY AMENDMENT NO. 2 TO AMENDED AND RESTATED OWNERS' OPERATING
AND RECIPROCAL EASEMENT AGREEMENT, DATED JANUARY 1, 1993, BY AND AMONG PPLA PLAZA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP,
SOUTH FIGUEROA PLAZA ASSOCIATES, A CALIFORNIA GENERAL PARTNERSHIP, SUCCESSOR IN INTEREST TO SEVENTH STREET PLAZA ASSOCIATES, A
CALIFORNIA GENERAL PARTNERSHIP, FORMERLY KNOWN AS OXFORD-PRUDENTIAL JOINT VENTURE, AND THE COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF LOS ANGELES, CALIFORNIA, RECORDED JANUARY 30, 1995 AS INSTRUMENT NO. 95-150496, OFFICIAL RECORDS.


 


PARCEL 3:


 


EASEMENTS FOR PEDESTRIAN INGRESS AND EGRESS,
ENCROACHMENTS, CONSTRUCTION, UTILITIES AND SUPPORT, LOADING DOCK, PARKING TURNAROUND, ACCESS, MAINTENANCE, REPAIR, RESTORATION
AND REPLACEMENT, AND CONDENSED WATER AND OTHER MATTERS UPON THE TERMS AND CONDITIONS CONTAINED IN AND AS PROVIDED IN THAT CERTAIN
RECIPROCAL EASEMENT AND COST SHARING AGREEMENT BY AND AMONG EYP REALTY, LLC, A DELAWARE LIMITED LIABILITY COMPANY, BOP FIGAT7TH
LLC, A DELAWARE LIMITED LIABILITY COMPANY AND BOP FIGAT7TH PARKING LLC, A DELAWARE LIMITED LIABILITY COMPANY, DATED SEPTEMBER 10,
2014, AND RECORDED ON SEPTEMBER 11, 2014 AS INSTRUMENT NO. 2014-0962893 OF OFFICIAL RECORDS.


 


PARCEL 4:


 


AN UNDIVIDED 28.25 PERCENT INTEREST IN
AND TO LOT 4 OF AMENDED TRACT 32622, IN THE CITY OF LOS ANGELES, AS PER MAP RECORDED IN BOOK 1098 PAGE 83 TO 86 INCLUSIVE OF
MAPS THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.


 


EXCEPT FROM SAID LOT 4, ALL OIL, GAS, AND
MINERAL SUBSTANCES, TOGETHER WITH THE RIGHT TO EXPLORE FOR AND EXTRACT SUCH SUBSTANCES, PROVIDED THAT THE SURFACE OPENING OF ANY
WELL, HOLE, SHAFTS OR OTHER MEANS OF EXPLORING FOR, REACHING OR EXTRACTING SUCH SUBSTANCES SHALL NOT BE LOCATED WITHIN THE CENTRAL
BUSINESS DISTRICT REDEVELOPMENT PROJECT AREA AS RECORDED IN BOOK M5077 PAGE 558 OF OFFICIAL RECORDS COUNTY RECORDER, STATE
OF CALIFORNIA, AND SHALL NOT PENETRATE ANY PART OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED
IN DEED RECORDED JUNE 7, 1982 AS INSTRUMENT NO. 82-576233.


 


PARCEL 5:


 


LOT 7 OF AMENDED TRACT 32622, IN THE CITY
OF LOS ANGELES, AS PER MAP RECORDED IN BOOK 1098 PAGES 83 TO 86 INCLUSIVE OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.


 




    	 	Exhibit A-2	 



     


    

 


EXHIBIT B – DOCUMENTS


 


1.          Loan
Documents. The documents listed below in this Section 1 and amendments, modifications and supplements thereto which have received
the prior written consent of Lender, together with any documents executed in the future that are approved by Lender and that recite
that they are “Loan Documents” for purposes of this Agreement are collectively referred to herein as the Loan
Documents.


 


1.1          This
Agreement.


 


1.2          Mezzanine
Promissory Note dated as of the Closing Date, even date herewith or such other date, as applicable, in the aggregate principal
amount of $35,000,000 made by Borrower payable to the Lender in the amounts set forth on Schedule I.


 


1.3          Pledge
and Security Agreement dated as of the Closing Date executed by Borrower and Lender as hereafter amended, supplemented, replaced
or modified.


 


1.4          UCC
Financing Statements


 


1.5          Mezzanine
Subordination of Management Agreement dated as of the Closing Date, executed by Borrower as hereafter amended, supplemented, replaced
or modified


 


2.          Other
Related Documents (Which Are Not Loan Documents):


 


2.1          Mezzanine
Hazardous Materials Indemnity Agreement (Unsecured) dated as of the Closing Date, executed by Borrower and Guarantor as hereafter
amended, supplemented, replaced or modified.


 


2.2          Mezzanine
Limited Guaranty dated as of the Closing Date, executed by Guarantor as hereafter amended, supplemented, replaced or modified.


 


2.3          The
Opinion Letter of Iaffaldano, Shaw & Young LLP, Counsel to Borrower and Guarantor, dated as of the date hereof.


 


2.4          The
Opinion Letter of Cleary Gottlieb Steen & Hamilton LLP Counsel to Borrower and Guarantor, dated of the date hereof.


 


2.5          Officer’s
Certificates and Certificates of Incumbency delivered by Borrower and Guarantor in connection with the original closing and the
closing of this Agreement.


 


2.6          Corporate
Resolutions authorizing execution of the Loan Documents, the Guaranties and the Indemnities dated as of the Original Closing Date
and/or even date herewith, as applicable.


 


2.7          The
organizational documents of Borrower and Guarantor, including, without limitation, limited liability company agreements, partnership
agreements, certificates of incorporation, limited partnership certificates, by-laws and other similar documents and instruments. 


 




    	 	Exhibit B-1	 



     


    

 


EXHIBIT D – Intentionally Omitted


 




    	 	Exhibit D-1	 



     


    

 


EXHIBIT E – Intentionally Omitted


 




    	 	Exhibit E-1	 



     


    

 


EXHIBIT F – INTENTIONALLY OMITTED


 




    	 	Exhibit F-1	 



     


    

 


EXHIBIT G – ORGANIZATIONAL
CHART OF BORROWER AND GUARANTOR


 


[TO BE ATTACHED]


 




    	 	Exhibit G-1	 



     


    

 





EXHIBIT I-1


 


[FORM OF]


 


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Loan Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”),
among [ ], and each lender from time to time party thereto.


 


Pursuant to the provisions
of Section 2.11 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of
the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not
a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the
Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.


 


The undersigned has
furnished the Lender and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform
the Borrower and the Lender, and (2) the undersigned shall have at all times furnished the Borrower and the Lender with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned,
or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.


 


	[NAME OF LENDER]	 
	 	 
	By:	 	 
	 	Name:  	 
	 	Title:  	 


 


Date: ________ __, 20[ ]


 




    	 	EXHIBIT I-1	 



     


    



 


EXHIBIT I-2


 


[FORM OF]


 


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Loan Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”),
among [ ], and each lender from time to time party thereto.


 


Pursuant to the provisions
of Section 2.11 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of
the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A)
of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B)
of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section
881(c)(3)(C) of the Internal Revenue Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Lender
in writing, and (2) the undersigned shall have at all times furnished Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar
years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.


 


	[NAME OF PARTICIPANT]	 
	 	 	 
	By:	 	 
	 	Name:  	 
	 	Title:  	 


 


Date: ________ __, 20[ ]


 




    	 	EXHIBIT I-2	 



     


    


 


EXHIBIT I-3


 


[FORM OF]


 


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Loan Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”),
among [ ], and each lender from time to time party thereto.


 


Pursuant to the provisions
of Section 2.11 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent
shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct
or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Internal Revenue Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that
is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN
from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform Lender and (2) the undersigned shall have at all times furnished Lender with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.


 


	[NAME OF PARTICIPANT]	 
	 	 
	By:	 	 
	 	Name:  	 
	 	Title:  	 


 


Date: ________ __, 20[ ]


 




    	 	EXHIBIT I-3	 



     


    


 


EXHIBIT I-4


 


[FORM OF]


 


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Loan Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”),
among [ ], and each lender from time to time party thereto.


 


Pursuant to the provisions
of Section 2.11 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as
well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect
to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course
of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect
partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue
Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described
in Section 881(c)(3)(C) of the Internal Revenue Code.


 


The undersigned has furnished
the Lender and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that
is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN
from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrower and the Lender, and (2) the undersigned shall have at all times furnished the Borrower and the
Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be
made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.


 


	[NAME OF LENDER]	 
	 	 
	By:	 	 
	 	Name:  	 
	 	Title:  	 


 


Date: ________ __, 20[ ]


 




    	 	EXHIBIT I-4	 



     


    


 


EXHIBIT J


 


FIRST AMENDMENT
TO 


RECIPROCAL EASEMENT
AND COST SHARING AGREEMENT


 


THIS FIRST AMENDMENT
TO RECIPROCAL EASEMENT AND COST SHARING AGREEMENT (this "Amendment") is made and entered into as of
March ___, 2018 by and among EYP REALTY, LLC, a Delaware limited liability company (together with its successors and assigns
as described in Article 1 herein, "Office Owner") BOP FIGAT7TH LLC, a Delaware limited liability
company (together with its successors and assigns as described in Article 1 herein and also sometimes including Retail Owner Subsidiary
as provided in the fourth Recital below, "Retail Owner"), and BOP FIGAT7TH PARKING LLC, a Delaware
limited liability company (together with its successors and assigns as described in Article 1 herein, "Retail Owner
Subsidiary").


 


RECITALS


 


WHEREAS, Office
Owner, Retail Owner and Retail Owner Subsidiary are parties to that certain Reciprocal Easement and Cost Sharing Agreement dated
as of September 10, 2014, recorded in the Official Records of Los Angeles County, California as Instrument No. 20140962893 (the
"Original Sub-REA"), which memorializes certain of their rights and obligations under the REA (as defined
below) and provides for easements, covenants and restrictions with respect to the Office Parcels (as defined below) and the Retail
Parcels (as defined below) (collectively, the "Parcels"), which easements, covenants and restrictions run
with the Parcels and be binding upon and inure to the benefit of the successors and assigns of Office Owner and Retail Owner and
every part thereof and interest therein.


 


WHEREAS, immediately
prior to execution of the Original Sub-REA, Office Owner owned (a) that certain real property known as Lot 1 ("Lot 1")
of Amended Tract No. 32622, as per Map recorded in Book 1098, Pages 83 through 86, inclusive of Maps (the "Original
Tract Map") in the Official Records of Los Angeles County, California (the "Official Records"),
which Lot 1 generally consists of an office building ("Tower 1") located at 725 South Figueroa Street,
in the City of Los Angeles, State of California, a retail shopping center (the "Retail Center") located
at 735 South Figueroa Street, in the City of Los Angeles, State of California, and certain common areas and underground parking
and loading dock facilities; (b) an undivided 43% interest in Lot 4 ("Lot 4") of the Original Tract Map,
upon which Lot 4 is constructed a free-standing parking structure, located at 945 West 8th Street, Los Angeles, California
(the "Parking Structure"), and (c) Lots 5 ("Lot 5") 6 ("Lot 6"),
and 7 ("Lot 7") of the Original Tract Map, which Lots are air parcels located above said Lot 4 and within
which floors of the Parking Structure are located (the "Parking Parcels").


 


WHEREAS, pursuant
to Tract No. 71804 as per Map recorded on August 7, 2014 in Book 1379, Pages 42 through 48 in the Official Records (the "Tract
Map"), which Tract Map is attached to the Original Sub-REA as Exhibit A, Office Owner has subdivided Lot 1 into the
following four lots: (a) Lot 1 of the Tract Map, which is the land underlying the Tower 1 Parcel, Center Parcel and Tower 1 Parking
Parcel (as hereafter defined), and upon which, among other facilities, a driveway providing ingress/egress to the Parking Structure,
the subterranean loading dock ramp and loading dock facilities are located (the "Commercial Land Parcel");
(b) Lot 2 of the Tract Map, which Lot 2 is an air parcel upon which the Tower 1 is located (the "Tower 1 Parcel");
(c) Lot 3 of the Tract Map, which Lot 3 is an air parcel upon which the Retail Center, certain common areas and vehicular parking
are located (the "Center Parcel"); and (d) Lot 4 of the Tract Map upon which the executive parking for
Tower 1 is located (the "Tower 1 Parking Parcel").


 




    	 	EXHIBIT J-1	 



     


    


 


WHEREAS, Office
Owner now owns the Tower 1 Parcel, the Commercial Land Parcel, the Tower 1 Parking Parcel, Lot 7, and an undivided 28.25% interest
in Lot 4 (collectively, the "Office Parcels"), and has conveyed (a) the Center Parcel and an undivided
14.75% interest in Lot 4 (collectively, the "Retail Owner Parcels") to Retail Owner, and (b) Lot 5 and
Lot 6, (collectively, the "Retail Parking") to Retail Owner Subsidiary (a wholly owned subsidiary of Retail
Owner). For purposes of this Amendment references to "Retail Owner" shall include the Retail Owner Subsidiary
to the extent applicable to the Retail Parking; and the Retail Owner Parcels and Retail Parking shall be collectively referred
to in this Amendment as the "Retail Parcels."


 


WHEREAS, CRA/LA,
a Designated Local Authority, as successor-in-interest to the Community Redevelopment Agency of the City of Los Angeles (the "CRA")
holds a leasehold interest in Lot 5 and Lot 6 and a fee interest for a term of years in the improvements contained within Lot 5
and Lot 6.


 


WHEREAS, Office
Owner's predecessor in interest to Lot 1 and the Parking Parcels, PPLA Plaza Limited Partnership, a California limited partnership
("PPLA"), Seventh Street Plaza Associates, a California joint venture and predecessor ("SSPA"),
and the CRA, entered into that certain Amended and Restated Owners' Operating and Reciprocal Easement Agreement (the "Original
REA") dated as of June 20, 1986 and recorded on the June 4, 1987 as Instrument No. 87-885291 in the Official Records,
which Original REA has been amended pursuant to (i) that certain Amendment No. 1 to Amended and Restated Owners' Operating and
Reciprocal Easement Agreement dated December 5, 1990, by and between PPLA and South Figueroa Plaza Associates, a California general
partnership and successor in interest to SSPA ("SFPA"), and recorded on December 21, 1990 as Instrument
No, 90-2108281 in the Official Records and rerecorded on April 30, 1991 as Instrument No, 91-619078 in the Official Records (the
"REA First Amendment") and (ii) that certain Amendment No. 2 to Amended and Restated Owners' Operating
and Reciprocal Easement Agreement dated January 1, 1993, by and among PPLA, SFPA and the CRA, and recorded on January 30, 1995
as Instrument No. 95-150496 in the Official Records (the "REA Second Amendment"; the Original REA, as amended
by the REA First Amendment and REA Second Amendment is referred to herein as the "REA").


 


WHEREAS, the
REA encumbers (a) the Office Parcels, (b) the Retail Parcels, (c) Lot 2 of the Original Tract Map (upon which is currently constructed
an office building located at 777 South Figueroa Street, City of Los Angeles, State of California, "Tower 2"),
(d) the remaining 57% interest in Lot 4, (e) Lot 3 of the Original Tract Map (currently undeveloped) ("Lot 3"),
(f) Lot 8 of the Original Tract Map, which Lot 8 is an air parcel located above said Lot 4 within which floors of the Parking Structure
are located, (g) Lot 9 of the Original Tract Map (currently undeveloped), which is an air parcel above Lot 4 and within which it
was contemplated, in connection with the development of an office building on Lot 3, that floors of the Parking Structure would
be located, and (h) Lot 10 of the Original Tract Map (currently undeveloped), which is an air parcel above a portion of the Center
Parcel.


 


WHEREAS, Office
Owner, Retail Owner and Retail Parking Owner desire to amend the Original Sub-REA as set forth herein.


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements herein, the receipt and sufficiency of which is hereby acknowledged,
Office Owner, Retail Owner and Retail Parking Owner agree as follows:


 




    	 	EXHIBIT J-2	 



     


    


 


ARTICLE 1.


DEFINITIONS


 


All capitalized terms
used herein without definition shall have the meanings ascribed to them in the REA or the Sub-REA as applicable. In addition to
any other terms herein defined, the following capitalized terms set forth in this Amendment, shall have the following meanings:


 


"Affiliate"
means as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common ownership
or Control with such Person.


 


"Lot 4
Co-Ownership Agreement" means that certain Amended and Restated Lot 4 Co-Ownership Agreement dated as of September
10, 2014 by and among Office Owner, Retail Owner, Maguire Properties – 777 Tower, LLC, and Maguire Properties – 755
S Figueroa, LLC, recorded in the Official Records of Los Angeles County as Instrument No. 20140962892.


 


"Office
Owner" means EYP REALTY, LLC, a Delaware limited liability company, and its successors and assigns as owners of the
Office Parcels, subject to Section 2.4 below.


 


"Person"
means any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association,
any other entity, 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.


 


"Retail
Owner" means BOP FIGAT7TH LLC, a Delaware limited liability company, and its successors and assigns as owners of the
Retail Owner Parcels, and sometimes includes Retail Owner Subsidiary and its successors and assigns as owners of the Retail Parking.


 


"Retail
Owner Subsidiary" means BOP FIGAT7TH PARKING LLC, a Delaware limited liability company, and its successors and assigns
as owners of the Retail Parking.


 


ARTICLE 2.


AMENDMENT PROVISIONS 


 


2.1           To
the extent, if any, that the Retail Owner presently has any voting or consent rights under the REA, the Sub-REA or Lot-4 Co-Ownership
Agreement, this Amendment does not diminish those rights; provided, however, that this Section 2.1 will be subject to Section 2.2
below.


 


2.2           As
among the owners of the Lots, as to any matter under the REA, the Sub-REA or the Lot 4 Co-Ownership Agreement as to which the owner
of Lot 1 (or its Parking Parcels) has the right to act, vote, or consent (each such matter, a "Voting Matter"),
the Office Owner (and not Retail Owner) will exercise such rights, subject to the remaining provisions of this Section 2.2.


 


A.           Office
Owner will not exercise its rights with respect to a Voting Matter of the following types without obtaining the prior written consent
of the Retail Owner, which the Retail Owner will not unreasonably withhold, condition or delay (the consent or denial of consent
by Retail Owner to be referred to herein as a "Retail Voting Directive"):


 


1.          If
the Voting Matter will (i) have an adverse impact on the maintenance, use during construction, structural integrity or safety of
any of the Retail Parcels (other than, in each case, any temporary interference with the same or any relocation of any access areas
resulting from or in connection the development, construction of any improvements, repair or alteration of any of the Lots or any
portion thereof) or (ii) result in the imposition of a special maintenance obligation on the Retail Owner (unless another owner
is or agrees to be responsible for the payment thereof);


 




    	 	EXHIBIT J-3	 



     


    


 


2.          If
the Voting Matter pertains to the development of Lot 10 of the Original Tract Map;


 


3.          If
the Voting Matter pertains to the development of Phase III (as defined in the REA), and the development of Phase III would impose
a special maintenance obligation on any of the Retail Parcels for which the Retail Owner (as distinguished from one of the other
owners) would be solely responsible;


 


4.          If
the Voting Matter pertains to parking and would result in either (i) the number of parking spaces in the Parking Structure allocated
to the Retail Owner being less than 510 unless alternative parking spaces are provided that are approved in writing by Retail Owner,
which approval the Retail Owner will not unreasonably withhold, condition or delay, or (ii) a material and adverse effect on the
Retail Owner's use, operation or maintenance of the Retail Parcels (other than temporary interference with the same during the
development, construction, repair, alteration or maintenance of any portion of the Project or during an emergency); or


 


5.          If
the Voting Matter (i) pertains to termination, amendments, or modifications of the REA and (ii) would have a material adverse effect
on the Retail Parcels or on the use, operation, or maintenance thereof.


 


B.           In
each case in subsection A of this Section 2.2 in which the Retail Owner fails to respond within 10 business days of receipt to
the written request of the Office Owner for a Retail Voting Directive, and further fails to respond within 5 business days of receipt
to a second written request of the Office Owner for a Retail Voting Directive, then the Office Owner may, but shall not be required
to, deem the Retail Owner's consent to have been given and such deemed consent shall be considered a Retail Voting Directive. In
each case in subsection A of this Section 2.2 in which the Retail Voting Directive is to withhold Retail Owner's consent to a Voting
Matter and Office Owner objects to such withholding of consent based on the fact that Retail Owner's withholding of consent would
have a material adverse effect on the use, operation or maintenance of the Office Parcels, and Office Owner and Retail Owner shall
be unable to resolve the matter, then either of them shall have the right to have the same resolved using the same arbitration
procedure as is set forth in the REA, and the arbitrators shall be instructed to resolve the matter based on the equities. To the
extent that the arbitrators confirm that Retail Owner's consent to a Voting Matter was duly withheld, then the Retail Owner's withholding
of consent to the extent of the confirmation of the arbitrators shall be considered a Retail Voting Directive. The arbitrators
shall have the right to require that the non-prevailing party pay the reasonable costs and expenses, including attorneys' fees
and expenses, of the prevailing party, all as determined by the arbitrators.


 


C.           Retail
Owner shall indemnify, defend, and hold Office Owner harmless from and against any and all claims, suits, liabilities, losses,
costs, and expenses made by or incurred by Office Owner to parties that are neither a party to the Original Sub-REA or a party
to the REA to the extent resulting from any Retail Voting Directive. In the event that Office Owner is not an Affiliate of Retail
Owner and Office Owner fails to seek Retail Owner's consent when required under subsection A of this Section 2.2, or Office Owner
fails to comply with a Retail Voting Directive, then Office Owner shall indemnify, defend and hold Retail Owner harmless from and
against any and all claims, suits, liabilities, losses, costs and expenses made by or incurred to parties that are neither a party
to the Original Sub-REA or a party to the REA to the extent caused by such failure or refusal.


 




    	 	EXHIBIT J-4	 



     


    


 


2.3           Office
Owner shall, if requested by Retail Owner and at Retail Owner's sole cost and expense (which shall include, without limitation,
compensation for the reasonable market value of all services provided in connection with the same to the extent that such costs
exceed that which Office Owner may incur in collection of corresponding amounts owed Office Owner), make commercially reasonable
efforts to assist Retail Owner in billing and collecting from the owners of other Lots (e.g., outside of Lot 1) off the Original
Tract Map such owners' shares of operating, maintenance and other costs that are incurred by Retail Owner and, under the REA, are
to be paid by such other owners; provided, however, that Office Owner shall not be required to either bring suit or assert a lien
on the non-paying owner's Lot to enforce such rights under the REA. If despite Office Owner's commercially reasonable efforts an
owner of any of the other Lots fails to pay such amounts, then upon receipt of Retail Owner's written demand, Office Owner shall
promptly assign such claim to Retail Owner. To the extent any party to the REA or Sub-REA fails to pay any amounts due by such
party under the REA or Sub-REA, as applicable (a "Non-Paying Owner") and the failure to so pay results
in a lien on any parcel other than a parcel owned by the Non-Paying Owner, and if fewer than 30 days remain prior to the scheduled
foreclosure sale under such lien, then the owner of such parcel shall have the right to pay such lien (irrespective of the merits
of the underlying claim) and to lien the Non-Paying Owner's parcel to secure the repayment of such amounts.


 


2.4           In
the event that all of the Office Parcels at any time shall not be held only by one Person, unless and until a Office Designation
Agreement (as defined herein) is recorded, the owner of the Tower 1 Parcel shall have the exclusive right to act as "Office
Owner" hereunder and to bind all owners of all of the Office Parcels with respect to all Voting Matters, and the Retail Owner
(and all other Persons having interests under the REA, the Sub-REA or the Lot 4 Co-Ownership Agreement) shall be entitled to deal
with said owner of the Tower 1 Parcel on behalf of all of the owners of the Office Parcels with respect to the REA, the Sub-REA
and the Lot 4 Co-Ownership Agreement. An "Office Designation Agreement" shall be a recorded document (which
may be an amendment to the Sub-REA if it contains such terms) under which all of such the owners of the Office Parcels shall act
exclusively through one of them with respect to the REA, the Sub-REA and the Lot 4 Co-Ownership Agreement, and the Retail Owner
shall be entitled to deal with only one of such owners, as designated in the Office Designation Agreement, on behalf of all of
them with respect to the REA, the Sub-REA and the Lot 4 Co-Ownership Agreement.


 


2.5           In
the event that all of the Retail Parcels at any time shall not be held only by one Person, unless and until a Retail Designation
Agreement (as defined herein) is recorded, the owner of the Center Parcel shall have the exclusive right to act as "Retail
Owner" hereunder and to bind all owners of all of the Retail Parcels with respect to all Voting Matters, and the Office Owner
(and all other Persons having interests under the REA, the Sub-REA or the Lot 4 Co-Ownership Agreement) shall be entitled to deal
with said owner of the Center Parcel on behalf of all of the owners of the Retail Parcels with respect to the REA, the Sub-REA
and the Lot 4 Co-Ownership Agreement. A "Retail Designation Agreement" shall be a recorded document (which
may be an amendment to the Sub-REA if it contains such terms) under which all of such the owners of the Retail Parcels shall act
exclusively through one of them with respect to the REA, the Sub-REA and the Lot 4 Co-Ownership Agreement, and the Office Owner
shall be entitled to deal with only one of such owners, as designated in the Retail Designation Agreement, on behalf of all of
them with respect to the REA, the Sub-REA and the Lot 4 Co-Ownership Agreement.


 




    	 	EXHIBIT J-5	 



     


    


 


ARTICLE 3.

AMENDMENT 


 


This Amendment modifies
and amends the Original Sub-REA. To the extent that any provision in this Amendment is inconsistent with any provision of the Original
Sub-REA, this Amendment controls. Subject to the foregoing, all provisions of the Original Sub-REA as amended hereby are applicable
to this Amendment, including without limitation the provisions for protection of mortgagees. This Amendment and the Original Sub-REA
as amended hereby together comprise one integrated Agreement. Any reference in the Original Sub-REA to itself, to the extent pertaining
to any time from and after execution and delivery hereof, shall be deemed to refer to said integrated Agreement comprised of this
Amendment and the Original Sub-REA as amended hereby. This Amendment shall not be binding upon any institutional mortgagee that
holds a lien on any of the Parcels as of the date hereof unless and until such mortgagee shall execute and deliver its consent
hereto.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the first written above.


 


	OFFICE OWNER	 
	 	 
	EYP REALTY, LLC,	 
	A Delaware limited liability company	 
	 	 	 
	By:	         	 
	Name:	 	 
	Title:	 	 
	 	 	 
	RETAIL OWNER	 
	 	 
	BOP FIGAT7TH LLC, 	 
	a Delaware limited liability company	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	RETAIL OWNER SUBSIDIARY	 
	 	 
	BOP FIGAT7TH PARKING LLC, 	 
	a Delaware limited liability company	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


  




    	 	EXHIBIT J-6	 



     


    


 


Acknowledgement


 


A Notary Public or other officer completing
this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and
not the truthfulness, accuracy, or validity of that document.


 


	STATE OF _____________	)
	 	)
	COUNTY OF ___________	)


 


On ________________,
2018 before me, ______________________________________, a notary public, personally appeared _________________________________________,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of ______________ that the foregoing paragraph is true and correct.


 


	WITNESS my hand and official seal.	 
	 	 
	 	 
	Notary Public	 


 




    	 	EXHIBIT J-7	 



     


    


 


Acknowledgement


 


A Notary Public or other officer completing
this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and
not the truthfulness, accuracy, or validity of that document.


 


	STATE OF _____________	)
	 	)
	COUNTY OF ___________	)


 


On __________________,
2018 before me, ___________________________________, a notary public, personally appeared _________________________________________,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of _____________ that the foregoing paragraph is true and correct.


 


	WITNESS my hand and official seal.	 
	 	 
	 	 
	Notary Public	 


 




    	 	EXHIBIT J-8	 



     


    


 


Acknowledgement


 


A Notary Public or other officer completing
this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and
not the truthfulness, accuracy, or validity of that document.


 


	STATE OF _____________	)
	 	)
	COUNTY OF ___________	)


 


On __________________,
2018 before me, ____________________________________, a notary public, personally appeared _________________________________________,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of _____________ that the foregoing paragraph is true and correct.


 


	WITNESS my hand and official seal.	 
	 	 
	 	 
	Notary Public	 


  




    	 	EXHIBIT J-9	 



     


    


  


MORTGAGEE CONSENT


 


METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation,
as beneficiary under that certain Deed of Trust, Security Agreement and Fixture Filing, dated February 6, 2018, and recorded February
7, 2018 in the Official Records of Los Angeles County, California, and as beneficiary under that certain Deed of Trust, Security
Agreement and Fixture Filing (Parking Parcels), dated February 6, 2018, and recorded February 7, 2018 in the Official Records of
Los Angeles County, California, hereby consents to the terms and provisions of the First Amendment to Reciprocal Easement and Cost
Sharing Agreement, attached hereto, and to the Reciprocal Easement and Cost Sharing Agreement as amended thereby and referred to
therein including, without limitation, the terms of Article 9 thereof, and declares that, subject to Article 9, the lien and charge
of those Deeds of Trust are and shall be subordinate to the First Amendment to Reciprocal Easement and Cost Sharing Agreement attached
hereto and to the Reciprocal Easement and Cost Sharing Agreement as amended thereby and referred to therein. Nothing herein shall
be deemed to constitute Metropolitan Life Insurance Company's consent to or waiver of any restrictions on transfer of all or any
portion of the property encumbered by said Deeds of Trust as may be set forth in said Deeds of Trust or in the related loan documents.


 


METROPOLITAN LIFE INSURANCE COMPANY,

a New York corporation


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	 	EXHIBIT J-10	 



     


    


 


Acknowledgement


 


A Notary Public or other officer completing
this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and
not the truthfulness, accuracy, or validity of that document.


 


	STATE OF CALIFORNIA	)	 
	 	)	ss:
	county of_______________	)	 


 


On ___________________, 2018 before me,
__________________________ (here insert name of the officer), Notary Public, personally appeared _________________________, who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under
the laws of the State of California that the foregoing paragraph is true and correct.


 


	WITNESS my hand and official seal.	 
	 	 
	 	 
	Notary Public	 
	[Seal]	 


 




    	 	EXHIBIT J-11	 



     


    


 


MORTGAGEE CONSENT


 


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative
Agent for the benefit of the Lenders, and as beneficiary under that certain Deed of Trust, Assignment of Leases and Rents,
Security Agreement and Fixture Filing, dated November 27, 2013, and recorded on December 2, 2013 at Instrument No.
20131693516 in the Official Records of Los Angeles County, California, as amended by that certain Partial Reconveyance and
Modification of Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of the date
hereof and recorded on ____________ at Instrument No. ___________ in the Official Records of Los Angeles County, California
(as so amended, the "Wells Fargo Deed of Trust"), hereby consents to the terms and provisions of the First
Amendment to Reciprocal Easement and Cost Sharing Agreement attached hereto, and to the to Reciprocal Easement and Cost
Sharing Agreement as amended thereby and referred to therein, including, without limitation, the terms of Article 9 thereof,
and subordinates the lien of the Wells Fargo Deed of Trust to the First Amendment to Reciprocal Easement and Cost Sharing
Agreement attached hereto, and to the to Reciprocal Easement and Cost Sharing Agreement as amended thereby and referred to
therein. Nothing herein shall be deemed to constitute Wells Fargo Bank's consent to or waiver of any restrictions on transfer
of all or any portion of the property encumbered by the Wells Fargo Deed of Trust as may be set forth in the Wells Fargo Deed
of Trust or in the related loan documents.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	 	EXHIBIT J-12	 



     


    


 


Acknowledgement


 


A Notary Public or other officer completing
this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and
not the truthfulness, accuracy, or validity of that document.


 


	STATE OF CALIFORNIA	)	 
	 	)	ss:
	county of_______________	)	 


 


On ___________________, 2018 before me,
__________________________ (here insert name of the officer), Notary Public, personally appeared _________________________, who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under
the laws of the State of California that the foregoing paragraph is true and correct.


 


	WITNESS my hand and official seal.	 
	 	 
	 	 
	Notary Public	 
	[Seal]	 


 




    	 	EXHIBIT J-13