Exhibit 10.1


Execution Version


 





 


REVOLVING CREDIT
AND TERM LOAN AGREEMENT


 


dated as of


 


June 9, 2014


 


among


 


GPT PROPERTY TRUST LP


 


The Lenders Party Hereto


 


and


 


JPMORGAN
CHASE BANK, N.A.,

as Administrative Agent


 


BANK OF AMERICA, N.A.,

as Syndication Agent


 





 



 


J.P. MORGAN SECURITIES LLC and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Joint Bookrunners and Joint Lead Arrangers


 





 



 




    	 



    	 



    

 


Table
of Contents


 


	 	 	 	Page
	 	 	 	 
	ARTICLE I	Definitions	1
	 	 	 	 
	SECTION 1.01.	Defined Terms	1
	 	 	 
	SECTION 1.02.	Classification of Loans and Borrowings	30
	 	 	 
	SECTION 1.03.	Terms Generally	30
	 	 	 
	SECTION 1.04.	Accounting Terms; GAAP	30
	 	 	 	 
	ARTICLE II	The Credits	31
	 	 	 
	SECTION 2.01.	Commitments	31
	 	 	 
	SECTION 2.02.	Loans and Borrowings	31
	 	 	 
	SECTION 2.03.	Requests for Borrowings	32
	 	 	 
	SECTION 2.04.	Incremental Facilities	33
	 	 	 
	SECTION 2.05.	Swingline Loans	35
	 	 	 
	SECTION 2.06.	Letters of Credit	36
	 	 	 
	SECTION 2.07.	Funding of Borrowings	40
	 	 	 
	SECTION 2.08.	Interest Elections	41
	 	 	 
	SECTION 2.09.	Termination and Reduction of Commitments	42
	 	 	 
	SECTION 2.10.	Repayment of Loans; Evidence of Debt	43
	 	 	 
	SECTION 2.11.	Prepayment of Loans	43
	 	 	 
	SECTION 2.12.	Fees	44
	 	 	 
	SECTION 2.13.	Interest	45
	 	 	 
	SECTION 2.14.	Alternate Rate of Interest	46
	 	 	 
	SECTION 2.15.	Increased Costs	46
	 	 	 
	SECTION 2.16.	Break Funding Payments	48
	 	 	 
	SECTION 2.17.	Taxes	48
	 	 	 
	SECTION 2.18.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	52
	 	 	 	 
	SECTION 2.19.	Mitigation Obligations; Replacement of Lenders	54
	 	 	 	 
	SECTION 2.20.	Defaulting Lenders	54
	 	 	 	 
	SECTION 2.21.	Extension of Revolving Maturity Date	56
	 	 	 	 
	ARTICLE III	Representations and Warranties	57
	 	 	 	 
	SECTION 3.01.	Organization; Powers	57
	 	 	 
	SECTION 3.02.	Authorization; Enforceability	57


 




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Table
of Contents


(continued)


 


	 	 	 	Page
	 	 	 	 
	SECTION 3.03.	Governmental Approvals; No Conflicts	57
	 	 	 
	SECTION 3.04.	Financial Condition; No Material Adverse Change	57
	 	 	 
	SECTION 3.05.	Properties	58
	 	 	 
	SECTION 3.06.	Litigation and Environmental Matters	58
	 	 	 
	SECTION 3.07.	Compliance with Laws and Agreements	59
	 	 	 
	SECTION 3.08.	Investment Company Status	59
	 	 	 
	SECTION 3.09.	Taxes	59
	 	 	 
	SECTION 3.10.	ERISA	59
	 	 	 
	SECTION 3.11.	Disclosure	59
	 	 	 
	SECTION 3.12.	Anti-Corruption Laws and Sanctions	59
	 	 	 
	SECTION 3.13.	Federal Reserve Board Regulations	60
	 	 	 
	SECTION 3.14.	Subsidiaries	60
	 	 	 
	SECTION 3.15.	Solvency	60
	 	 	 
	SECTION 3.16.	REIT Status	60
	 	 	 
	SECTION 3.17.	Insurance	60
	 	 	 
	ARTICLE IV	Conditions	60
	 	 	 
	SECTION 4.01.	Effective Date	60
	 	 	 
	SECTION 4.02.	Each Credit Event	62
	 	 	 	 
	ARTICLE V	Affirmative Covenants	63
	 	 	 	 
	SECTION 5.01.	Financial Statements; Ratings Change and Other Information	63
	 	 	 
	SECTION 5.02.	Notices of Material Events	64
	 	 	 
	SECTION 5.03.	Existence; Conduct of Business; REIT Status	65
	 	 	 
	SECTION 5.04.	Payment of Obligations	65
	 	 	 
	SECTION 5.05.	Maintenance of Properties; Insurance	65
	 	 	 
	SECTION 5.06.	Books and Records; Inspection Rights	65
	 	 	 
	SECTION 5.07.	Compliance with Laws	66
	 	 	 
	SECTION 5.08.	Use of Proceeds and Letters of Credit	66
	 	 	 
	SECTION 5.09.	Accuracy Of Information	66
	 	 	 
	SECTION 5.10.	Notices of Asset Sales, Encumbrances or Dispositions	66


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 5.11.	Additional Guarantors; Additional Unencumbered Properties	67
	 	 	 
	SECTION 5.12.	Releases of Guaranties	68
	 	 	 	 
	ARTICLE VI	Negative Covenants	68
	 	 	 	 
	SECTION 6.01.	Indebtedness	68
	 	 	 
	SECTION 6.02.	Liens	69
	 	 	 
	SECTION 6.03.	Fundamental Changes; Changes in Business; Asset Sales	69
	 	 	 
	SECTION 6.04.	Investments	70
	 	 	 
	SECTION 6.05.	Swap Agreements	70
	 	 	 
	SECTION 6.06.	Restricted Payments	70
	 	 	 
	SECTION 6.07.	Transactions with Affiliates	71
	 	 	 
	SECTION 6.08.	Restrictive Agreements	71
	 	 	 
	SECTION 6.09.	Sale and Leaseback	71
	 	 	 
	SECTION 6.10.	Changes in Fiscal Periods	71
	 	 	 
	SECTION 6.11.	Payments and Modifications of Subordinate Debt	72
	 	 	 
	SECTION 6.12.	Financial Covenants	72
	 	 	 	 
	ARTICLE VII	Events of Default	73
	 	 	 
	ARTICLE VIII	The Administrative Agent	76
	 	 	 
	ARTICLE IX	Miscellaneous	78
	 	 	 	 
	SECTION 9.01.	Notices	78
	 	 	 
	SECTION 9.02.	Waivers; Amendments	79
	 	 	 
	SECTION 9.03.	Expenses; Indemnity; Damage Waiver	80
	 	 	 
	SECTION 9.04.	Successors and Assigns	82
	 	 	 
	SECTION 9.05.	Survival	85
	 	 	 
	SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	86
	 	 	 
	SECTION 9.07.	Severability	86
	 	 	 
	SECTION 9.08.	Right of Setoff	86
	 	 	 
	SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	86
	 	 	 
	SECTION 9.10.	WAIVER OF JURY TRIAL	87
	 	 	 
	SECTION 9.11.	Headings	87


 




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Table
of Contents


(continued)


 


	 	 	 	Page
	 	 	 
	SECTION 9.12.	Confidentiality	88
	 	 	 
	SECTION 9.13.	Material Non-Public Information	88
	 	 	 
	SECTION 9.14.	Authorization to Distribute Certain Materials to Public-Siders	89
	 	 	 
	SECTION 9.15.	Interest Rate Limitation	89
	 	 	 
	SECTION 9.16.	USA PATRIOT Act	89
	 	 	 
	SECTION 9.17.	No Advisory or Fiduciary Responsibility	90


 




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SCHEDULES:


 


Schedule CDOS — CDO Subsidiaries


Schedule EGL — Eligible Ground Leases


Schedule ES — Excluded Subsidiaries


Schedule 2.01 — Lenders; Commitments


Schedule 3.05 — Unencumbered Properties


Schedule 3.06 — Disclosed Matters


Schedule 3.14 — Subsidiaries


Schedule 6.08 — Existing Restrictions


 


EXHIBITS:


 


Exhibit A — Form of Assignment and Assumption


Exhibit B — Form of Borrowing Request


Exhibit C-1 — U.S. Tax Certificate (For Non-U.S. Lenders
that are not Partnerships for U.S. Federal Income Tax Purposes


Exhibit C-2 — U.S. Tax Certificate (For Non-U.S. Lenders
that are Partnerships for U.S. Federal Income Tax Purposes


Exhibit C-3 — U.S. Tax Certificate (For Non-U.S. Participants
that are not Partnerships for U.S. Federal Income Tax Purposes


Exhibit C-4 — U.S. Tax Certificate (For Non-U.S. Participants
that are Partnerships for U.S. Federal Income Tax Purposes


Exhibit D — Forms of Notes


Exhibit E — Form of Compliance Certificate


 




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REVOLVING CREDIT AND TERM
LOAN AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”)
dated as of June 9, 2014, among GPT PROPERTY TRUST LP, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative
Agent.


 


The parties hereto agree as follows:


 


ARTICLE
I


 


Definitions


 


SECTION 1.01. Defined Terms. As used
in this Agreement, the following terms have the meanings specified below:


 


“ABR”, when used
in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.


 


“Additional Credit Extension
Amendment” means an amendment to this Agreement providing for any New Revolving Commitments and/or New Term Loans
which shall be consistent with the applicable provisions of this Agreement relating to New Revolving Commitments and/or New Term
Loans and otherwise reasonably satisfactory to the Administrative Agent, the Company and the Borrower.


 


“Adjusted LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory
Reserve Rate.


 


“Adjusted Net Operating Income”
means, for any fiscal period for any Real Estate Asset, (a) the Net Operating Income (or proportionate share of Net Operating Income
from a Real Estate Asset owned jointly by an Investment Affiliate) from such Real Estate Asset minus (b) for only those Real Estate
Assets which are not subject to a triple net lease, a reserve for capital expenditures and replacements equal to $0.20 per square
foot per annum for such Real Estate Asset.


 


“Administrative Agent”
means JPMorgan Chase Bank, N.A. in its capacity as administrative agent for the Lenders hereunder, and any successor thereto appointed
pursuant to Article VIII.


 


“Administrative Questionnaire”
means an administrative questionnaire in a form supplied by the Administrative Agent.


 


“Affiliate” means,
with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified.


 




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“Agency Site”
means the Electronic System (other than e-mail and e-fax) established by the Administrative Agent to administer this Agreement.


 


“Agent Party”
has the meaning assigned to it in Section 9.01(d).


 


“Agreement” has
the meaning assigned to it in the recitals.


 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal
Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate if a Eurodollar Borrowing with
a one month Interest Period was being made on such day (or if such day is not a Business Day, the immediately preceding Business
Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen
Rate at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate,
the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change
in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.


 


“Anti-Corruption Laws”
means all laws, rules, and regulations of any jurisdiction applicable to the Company, the Borrower and its Subsidiaries from time
to time concerning or relating to bribery or corruption.


 


“Applicable
Credit Rating” means a rating assigned to the Borrower’s Index Debt by Moody’s, S&P or Fitch.


 


“Applicable
Rate” means, for any day, with respect to any ABR Loan or Eurodollar Loan, or with respect to the facility fees payable
hereunder, as the case may be, the applicable rate per annum determined as set forth below.


 


(a)          From
and after the Effective Date and until the Debt Rating Pricing Election Date, the Applicable Rates shall be determined as follows:


 


(i)          for
Revolving Loans, the “Eurodollar - Applicable Rate” or the “ABR - Applicable Rate”, as the case may be,
shall be determined by the range into which the Total Leverage Ratio falls in the table below:


 


	RATIO LEVEL	 	TOTAL
 LEVERAGE
 RATIO	 	EURODOLLAR -
 APPLICABLE
 RATE	 	 	ABR -
 APPLICABLE
 RATE	 
	Level I	 	<40%	 	 	1.35	%	 	 	0.35	%
	Level II	 	> 40% and < 45%	 	 	1.50	%	 	 	0.50	%
	Level III	 	> 45% and < 50%	 	 	1.65	%	 	 	0.65	%
	Level IV	 	> 50% and < 55%	 	 	1.85	%	 	 	0.85	%
	Level V	 	> 55%	 	 	2.05	%	 	 	1.05	%



 




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(ii)         for
Term Loans, the “Eurodollar - Applicable Rate” or the “ABR - Applicable Rate”, as the case may be, shall
be determined by the range into which the Total Leverage Ratio falls in the table below:


 


	RATIO LEVEL	 	TOTAL
 LEVERAGE
 RATIO	 	EURODOLLAR -
 APPLICABLE
 RATE	 	 	ABR -
 APPLICABLE
 RATE	 
	Level I	 	< 40%	 	 	1.30	%	 	 	0.30	%
	Level II	 	> 40% and < 45%	 	 	1.45	%	 	 	0.45	%
	Level III	 	> 45% and < 50%	 	 	1.60	%	 	 	0.60	%
	Level IV	 	> 50% and < 55%	 	 	1.80	%	 	 	0.80	%
	Level V	 	> 55%	 	 	2.00	%	 	 	1.00	%



 


 


For purposes of this
clause (a), any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective
as of the first Business Day immediately following the date a compliance certificate is delivered in accordance with Section 5.01(d);
provided, however, that if such compliance certificate is not delivered in accordance with Section 5.01(d) and has
not been delivered within thirty (30) days after notice from the Administrative Agent or the Required Lenders to the Borrower notifying
the Borrower of the failure to deliver such compliance certificate on the date when due in accordance with Section 5.01(d), then
the Applicable Rate shall be the percentage that would apply to the Level V Ratio and it shall apply as of the first Business Day
after the date on which such compliance certificate was required to have been delivered. The Applicable Rate from the Effective
Date until the delivery of the compliance certificate for the fiscal quarter ending June 30, 2014 shall be based on Level III.


 


If at any time the
financial statements upon which the Applicable Rate was determined were incorrect (whether based on a restatement, fraud or otherwise),
the Borrower shall be required to retroactively pay any additional amount that the Borrower would have been required to pay if
such financial statements had been accurate at the time they were delivered.


 


(b)          From
and after the Debt Rating Pricing Election Date, the Applicable Rates and the Facility Fee Rate shall be determined as follows:


 


(i)          for
Revolving Loans, the “Eurodollar - Applicable Rate”, the “ABR - Applicable Rate” or the “Facility
Fee Rate”, as the case may be, shall be determined solely by the Applicable Credit Ratings in the table below:


 




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	RATINGS
 LEVEL	 	MOODY’S/
 S&P/Fitch
 APPLICABLE
 CREDIT
 RATING	 	EURODOLLAR
 - APPLICABLE
 RATE	 	 	ABR-
 APPLICABLE
 RATE	 	 	FACILITY
 FEE
 RATE	 
	Level I Rating	 	A3/A- or higher	 	 	0.925	%	 	 	0	%	 	 	0.125	%
	Level II Rating	 	Baa1/BBB+	 	 	1.00	%	 	 	0	%	 	 	0.15	%
	Level III Rating	 	Baa2/BBB	 	 	1.10	%	 	 	0.10	%	 	 	0.25	%
	Level IV Rating	 	Baa3/BBB-	 	 	1.30	%	 	 	0.30	%	 	 	0.25	%
	Level V Rating	 	Below Baa3/BBB- or unrated	 	 	1.70	%	 	 	0.70	%	 	 	0.30	%



 


(ii)         for
Term Loans, the “Eurodollar - Applicable Rate” or the “ABR - Applicable Rate”, as the case may be, shall
be determined solely by the Applicable Credit Ratings in the table below:


 


	RATINGS
 LEVEL	 	MOODY’S/
 S&P/FITCH
 APPLICABLE
 CREDIT RATING	 	EURODOLLAR
 - APPLICABLE
 RATE	 	 	ABR-
 APPLICABLE
 RATE	 
	Level I Rating	 	A3/A- or higher	 	 	1.00	%	 	 	0	%
	Level II Rating	 	Baa1/BBB+	 	 	1.10	%	 	 	0.10	%
	Level III Rating	 	Baa2/BBB	 	 	1.25	%	 	 	0.25	%
	Level IV Rating	 	Baa3/BBB-	 	 	1.50	%	 	 	0.50	%
	Level V Rating	 	Below Baa3/BBB- or unrated	 	 	1.95	%	 	 	0.95	%



 


For purposes of this clause (b), if at any
time the Borrower has two (2) Applicable Credit Ratings, the Applicable Rate and Facility Fee Rate shall be the rate per annum
applicable to the highest Applicable Credit Rating; provided that if the highest Applicable Credit Rating and the lowest Applicable
Credit Rating are more than one ratings category apart, the Applicable Rate and Facility Fee Rate shall be the rate per annum applicable
to Applicable Credit Rating that is one ratings category below the highest Applicable Credit Rating. If at any time the Borrower
has three (3) Applicable Credit Ratings, and such Applicable Credit Ratings are split, then: (A) if the difference between the
highest and the lowest such Applicable Credit Ratings is one ratings category (e.g. Baa2 by Moody’s and BBB- by S&P or
Fitch), the Applicable Rate and Facility Fee Rate shall be the rate per annum that would be applicable if the highest of the Applicable
Credit Ratings were used; and (B) if the difference between such Applicable Credit Ratings is two ratings categories (e.g. Baa1
by Moody’s and BBB- by S&P or Fitch) or more, the Applicable Rate and Facility Fee Rate shall be the rate per annum that
would be applicable if the average of the two (2) highest Applicable Credit Ratings were used, provided that if such average is
not a recognized rating category, then the Applicable Rate and Facility Fee Rate shall be the rate per annum that would be applicable
if the second highest Applicable Credit Rating of the three were used. If at any time the Borrower has only one Applicable Credit
Rating (and such Credit Rating is from Moody’s or S&P), the Applicable Rate and Facility Fee Rate shall be the rate per
annum applicable to such Applicable Credit Rating. If the Borrower does not have an Applicable Credit Rating from either Moody’s
or S&P, the Applicable Rate and Facility Fee Rate shall be the rate per annum applicable to an Applicable Credit Rating of
“below BBB-/Baa3 or unrated” in the tables above.


 




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Each change in the Applicable Rate and Facility
Fee Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding
the effective date of the next such change. If the rating system of Moody’s, S&P or Fitch shall change, or if such rating
agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in
good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency
and, pending the effectiveness of any such amendment, the Applicable Rate and Facility Fee Rate shall be determined by reference
to the rating most recently in effect prior to such change or cessation.


 


Any adjustment in the Applicable Rate shall
be applicable to all existing Loans.


 


“Approved Fund”
means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate
of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required
by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by
the Administrative Agent.


 


“Authorized Officer”
means any of the Chief Executive Officer, President, Financial Officer or General Counsel of the general partner of the Borrower.


 


“Availability Period”
means, with respect to the Revolving Facility, the period from and including the Effective Date to but excluding the earlier of
the Revolving Maturity Date and the date of termination of the Revolving Commitments.


 


“Available Revolving Commitment”
means, as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment
then in effect over (b) such Lender’s Revolving Credit Exposure then outstanding; provided, that in calculating
any Lender’s Revolving Credit Exposure for the purpose of determining such Lender’s Available Revolving Commitment
pursuant to Section 2.12(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.


 




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“Bank of America Portfolio”
means the portfolio of properties leased to Bank of America, N.A. under a master lease which as of the Effective Date consist of
the properties identified on Schedule 3.05 as the Bank of America Portfolio.


 


“Bankruptcy
Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors
or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination
of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any such proceeding or appointment, provided that a Bankruptcy Event shall not
result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental
Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits
such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements
made by such Person.


 


“Board” means
the Board of Governors of the Federal Reserve System of the United States of America.


 


“Borrower” means
GPT Property Trust LP, a Delaware limited partnership.


 


“Borrowing” means
(a) Loans (or in the case of Term Loans, each portion thereof) of the same Type and Class, made, converted or continued on
the same date and, in the case of Eurodollar Loans (or in the case of Term Loans, each portion thereof), as to which a single Interest
Period is in effect or (b) a Swingline Loan.


 


“Borrowing Request”
means a request in substantially the form of Exhibit B hereto by the Borrower for a Borrowing in accordance with Section 2.03.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day”
shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.


 


“Capital Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying
the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted
for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized
amount thereof determined in accordance with GAAP.


 


“Capitalization
Rate” means (a) 7.25% for each Real Estate Asset that is part of the Bank of America Portfolio and (b) 7.50% for
each other Real Estate Asset.


 




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“Capitalized Loan Fees”
means, with respect to any Person, and with respect to any period, any upfront, closing or similar fees paid by in connection with
the incurrence or refinancing of Indebtedness during such period that are capitalized on the balance sheet of such Person.


 


“Cash Equivalents”
means:


 


(a) direct obligations of, or obligations
the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof
to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing
within one year from the date of acquisition thereof;


 


(b)          marketable
direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public
instrumentality thereof, in each case maturing within one year after the date of issuance and having, at the time of the acquisition
thereof, a rating of at least A1 from S&P or at least P1 from Moody’s;


 


(c) investments in commercial paper maturing
within 365 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable
from S&P or from Moody’s;


 


(d) investments in certificates of deposit,
banker’s acceptances and time deposits maturing within 365 days from the date of acquisition thereof issued or guaranteed
by or placed with, and money market deposit accounts issued or offered by, any Lender or any domestic office of any commercial
bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus
and undivided profits of not less than $500,000,000;


 


(e) fully collateralized repurchase agreements
with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution
satisfying the criteria described in clause (c) above; and


 


(f) money market funds that (i) comply
with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are
rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.


 


“CDO” means a
structured asset-backed security commonly known as a “collateralized debt obligation”.


 


“CDO Subsidiaries”
means Excluded Subsidiaries that constitute the Company’s CDO entities and are listed on Schedule CDOS attached hereto.


 




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“Change in Control”
means: (a) for any reason whatsoever any “person” or “group” (within the meaning of Rule 13d-5 of the Securities
Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the Effective Date) shall
beneficially own a percentage of the then outstanding Equity Interests of the Company having the power, directly or indirectly,
to vote for the election of directors (or their equivalent) of the Company (“Voting Equity Interests”)
that is more than 35% of the outstanding Voting Equity Interests of the Company; or any “person” or “group”
otherwise acquires the power to direct, directly or indirectly, the management or policies of the Company; or (b) during any period
of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors of Company
(together with any new directors whose election by such Board or whose nomination for election by the shareholders of Company was
approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board
of Directors of the Company then in office; (c) the Company shall cease to be the sole general partner of the Borrower or shall
cease to have the sole and exclusive power to exercise all management and control over the Borrower; or (d) the Company shall cease
to directly or indirectly own at least 60% of the limited partnership interests in the Borrower.


 


“Change
in Law” means the occurrence after the date of this Agreement or, with respect to any Lender, such later date on
which such Lender becomes a party to this Agreement of (a) the adoption of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance
by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s
or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force
of law) of any Governmental Authority made or issued after the date such Lender or Issuing Bank became a party to this Agreement;
provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection
Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules,
guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or
any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III,
shall be deemed to be a “Change in Law” regardless of the date enacted, adopted or issued.


 


“Class”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, Term Loans or Swingline Loans.


 


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


 


“Commitment” means,
with respect to each Lender, its Revolving Commitment and/or its Term Loan Commitment, as the context may require.


 


“Commitment Fee Rate”
means, to the extent in effect as calculated on a daily basis, for any calendar quarter (a) 0.25% per annum, if the average daily
Revolving Commitment Utilization Percentage for such quarter is less than 50%, and (b) 0.15% per annum, if the average daily Revolving
Commitment Utilization Percentage for such quarter is greater than or equal to 50%.


 


“Communications”
has the meaning assigned to it in Section 9.01(d).


 


“Company” means
Gramercy Property Trust, Inc., a Maryland corporation.


 




    	8



    	 



    

 


“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.


 


“Consolidated EBITDA”
means for any period, without duplication, an amount equal to the net income or loss of the Company and its subsidiaries (other
than CDO Subsidiaries) on a consolidated basis determined in accordance with GAAP (before minority interests and excluding losses
attributable to the sale or other disposition of assets and the adjustment for so-called “straight-line rent accounting”
and excluding all items attributable to CDO Subsidiaries) for such period plus (x) the following to the extent deducted in computing
such consolidated net income or loss for such period: (i) Consolidated Interest Expense for such period, (ii) the provision for
Federal, state, local and foreign income taxes payable, (iii) depreciation and amortization for such period, (iv) other non-cash
charges for such period, (v) acquisition costs for such period with respect to all Real Estate Assets acquired by the Borrower
or any of its Subsidiaries and (vi) all losses attributable to the sale or other disposition of assets in such period, and minus
(y) to the extent included in computing such consolidated net income or loss for such period, all gains attributable to the sale
or other disposition of assets or debt restructurings in such period, adjusted to include the pro rata share of the Company and
its subsidiaries (other than CDO Subsidiaries) on a consolidated basis of the net income or loss of all Investment Affiliates for
such period, determined and adjusted in the same manner as provided above in this definition with respect to the net income or
loss of the Company and its subsidiaries on a consolidated basis; provided that if during any period for which Consolidated EBITDA
is being determined, the Borrower or any of its Subsidiaries (other than the CDO Subsidiaries) have one or more New Acquisitions
which are subject to leases that contain free rent or other rent reduction provisions that are in effect at any time during such
period, then for purposes of determining Consolidated EBITDA for such period, the rental or other income attributable to such leases
while such free rent or rent reduction period is in effect (but in no event longer than 6-months for any such lease) shall be determined
on a straight-line rent accounting basis.


 


“Consolidated Fixed Charges”
means, for any period, without duplication, the sum of (a) Consolidated Interest Expense of the type described in clause (i)
of the definition thereof (without giving effect to the parenthetical clause at the end of such clause (i)) for such period plus
(b) the aggregate amount of scheduled principal payments attributable to Total Indebtedness (excluding optional prepayments and
scheduled principal payments due on maturity of any such Indebtedness) required to be made during such period by the Company or
any of its consolidated subsidiaries plus (c) a percentage of all such scheduled principal payments required to be made during
such period by any Investment Affiliate on Indebtedness taken into account in calculating Consolidated Interest Expense equal to
the greater of (x) the percentage of the principal amount of such Indebtedness for which the Company or any of its subsidiaries
(other than the CDO Subsidiaries) is liable and (y) the pro rate share of the Company and such subsidiaries on a consolidated basis
of such Investment Affiliate plus (d) dividends on the Company’s preferred stock required to be made during such period pursuant
to the Company’s organizational documents plus (e) all rental payments due and payable with respect to such period under
ground leases of any properties at which the Company and/or any of such subsidiaries are tenants.


 




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“Consolidated Interest Expense”
means, for any period for the Company and its Subsidiaries (but excluding the CDO Subsidiaries), the sum (without duplication)
for such period of: (i) total interest expense, whether paid or accrued, of the Company and such subsidiaries, including fees payable
in connection with this Agreement, charges in respect of letters of credit and the portion of any Capital Lease Obligations allocable
to interest expense, including the Company’s and such subsidiaries’ share of interest expenses in Joint Ventures but
excluding amortization or write-off of debt discount and expense (except as provided in clause (ii) below), (ii) amortization
of costs related to interest rate protection contracts and rate buydowns, (iii) capitalized interest, (iv) amortization of Capitalized
Loan Fees of the Company and such subsidiaries, (v) interest incurred on any liability or obligation that constitutes a Contingent
Obligation of the Company and such subsidiaries and (vi) to the extent not include in clauses (i), (ii), (iii),
(iv) and (v) each of the Company’s and such subsidiaries’ pro rata share of all interest expense and
other amounts of the type referred to in such clauses of any Investment Affiliate.


 


“Consolidated Tangible Net Worth”
means, at any date of determination, (i) stockholders’ equity of the Company and its subsidiaries on a consolidated basis
at such time, determined in accordance with GAAP, plus (ii) accumulated depreciation and amortization, minus (iii)
goodwill and intangible assets, other than lease intangibles; provided that Consolidated Tangible Net Worth shall be adjusted to
exclude the CDO Subsidiaries.


 


“Contingent Obligations”
means, as to any Person, without duplication, (a) any contingent obligation of such Person required to be included in such Person’s
balance sheet in accordance with GAAP, and (b) any obligation required to be included in the disclosure contained in the footnotes
to such Person’s financial statements in accordance with GAAP, guaranteeing partially or in whole any Nonrecourse Indebtedness,
lease, dividend or other obligation, exclusive of (i) contractual indemnities (including, without limitation, any indemnity or
price-adjustment provision relating to the purchase or sale of securities or other assets) and (ii) guarantees of non-monetary
obligations (other than guarantees of completion), in each case under clauses (i) and (ii) which have not yet been
called on or quantified, of such Person or of any other Person. The amount of any Contingent Obligation described in clause
(b) above in this definition shall be deemed to be (A) with respect to a guaranty of interest, interest and principal, or operating
income, the sum of all payments required to be made thereunder (which in the case of an operating income guaranty shall be deemed
to be equal to the debt service for the note secured thereby), calculated at the interest rate applicable to such Indebtedness,
through (x) in the case of an interest or interest and principal guaranty, the stated date of maturity of the obligation (and commencing
on the date interest could first be payable thereunder), or (y) in the case of an operating income guaranty, the date through which
such guaranty will remain in effect, and (B) with respect to all guarantees not covered by the preceding clause (A), an
amount equal to the stated or determinable amount of the primary obligation in respect of which such guaranty is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform
thereunder) as recorded on the balance sheet and in the footnotes to the most recent financial statements required to be delivered
pursuant to Sections 5.01(a) and 5.01(b). Notwithstanding anything contained herein to the contrary, guarantees of
completion or other performance shall not be deemed to be Contingent Obligations unless and until a claim for payment has been
made thereunder, at which time any such guaranty of completion or other performance shall be deemed to be a Contingent Obligation
in an amount equal to any such claim. Subject to the preceding sentence, (1) in the case of a joint and several guaranty given
by such Person and another Person (but only to the extent such guaranty is Recourse Indebtedness, directly or indirectly to such
Person or any of its Subsidiaries), the amount of such guaranty shall be deemed to be 100% thereof unless and only to the extent
that (i) such other Person has delivered cash or Cash Equivalents to secure all or any part of such Person’s obligations
under such joint and several guaranty (in which case the amount of such guaranty shall be reduced by the amount of such cash or
Cash Equivalents) or (ii) such other Person holds an Investment Grade Rating from any of Fitch, Moody’s or S&P, or has
creditworthiness otherwise reasonably acceptable to the Administrative Agent (in which case the amount of such guaranty shall be
zero), and (2) in the case of a guaranty (whether or not joint and several) of an obligation otherwise constituting Indebtedness
of such Person, the amount of such guaranty shall be deemed to be only that amount in excess of the amount of the obligation constituting
Indebtedness of such Person. Notwithstanding anything contained herein to the contrary, “Contingent Obligations” shall
not be deemed to include guarantees of loan commitments or of construction loans to the extent the same have not been drawn.


 




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“Control” means
the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Credit Party”
means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other
Lender.


 


“Debt
Rating Pricing Election Date” means the date on which (a) the Borrower has received an Investment Grade Rating
from Moody’s or S&P and such Investment Grade Rating continues to exist on the date that the Borrower gives its election
notice described below and (b) the Borrower has delivered written notice to the Administrative Agent (which shall promptly notify
each of the Lenders) of its election (which shall be irrevocable) to have the Applicable Rates determined by reference to the
Applicable Credit Ratings instead of the Total Leverage Ratio.


 


“Default” means
any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.


 


“Defaulting
Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid,
to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii)
pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such
Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good
faith determination that a condition precedent to funding (specifically identified and including the particular default, if any)
has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement
to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such
writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition
precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot
be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business
Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of
such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans
and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall
cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form
and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.


 




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“Development Property”
means a Real Estate Asset owned by the Borrower or one of its Subsidiaries on which the construction of an office, industrial and/or
retail building has commenced, other than any Real Estate Asset with respect to which any interruption of construction has lasted
for more than one hundred and twenty (120) consecutive days and is then continuing. Such Real Estate Asset shall be treated as
a Development Property until construction is completed and a certificate of occupancy (or its equivalent in the applicable jurisdiction)
has been issued.


 


“Disclosed Matters”
means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.


 


“Disqualified Equity Interests”
means, with respect to any Person, any Equity Interests of such Person which, by its terms, or by the terms of any security into
which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily
redeemable (other than solely for Equity Interests which are not Disqualified Equity Interests) pursuant to a sinking fund obligation
or otherwise, or is redeemable at the option of the holder thereof (in each case, other than solely as a result of, a change of
control or asset sale), in whole or in part, in each case prior to the date that is 91 days after the latest Maturity Date; provided,
however, that if such Equity Interests are issued to any plan for the benefit of employees of the Company or its direct
or indirect subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity
Interests solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations.


 


“dollars” or “$”
refers to lawful money of the United States of America.


 


“Effective Date”
means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02),
which is June 9, 2014.


 


“Electronic Signature”
means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a person
with the intent to sign, authenticate or accept such contract or record.


 


“Electronic System”
means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any
other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent
and the Issuing Bank and any of their respective Related Persons or any other Person, providing for access to data protected by
passcodes or other security systems.


 




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“Eligible Assignee”
means (i) a Lender (other than a Defaulting Lender) or any Affiliate or Approved Fund thereof; (ii) a commercial bank having total
assets in excess of $2,500,000,000; (iii) the central bank of any country which is a member of the Organization for Economic Cooperation
and Development; or (iv) a finance company or other financial institution reasonably acceptable to the Administrative Agent, which
is regularly engaged in making, purchasing or investing in loans and having total assets in excess of $300,000,000 or is otherwise
reasonably acceptable to the Administrative Agent. For the avoidance of doubt, no Ineligible Institution is an Eligible Assignee.


 


“Eligible Ground Lease”
means each ground lease existing on the date of this Agreement and listed on Schedule EGL and each ground lease entered
into or acquired after the date hereof that would constitute a financeable ground lease to a prudent institutional lender in the
business of making commercial real estate loans and, accordingly, provide customary protections for a potential leasehold mortgagee
including a remaining term, including any optional extension terms exercisable unilaterally by the tenant, of no less than 35 years
from the Effective Date.


 


“Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.


 


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials,
(c) exposure to any Hazardous Materials, (d) the release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the
foregoing.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests
in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any such equity interest.


 


“ERISA” means
the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under
Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code,
is treated as a single employer under Section 414 of the Code.


 




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“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder
with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect
to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302
of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA
of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower
or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the
receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or
(g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower
or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.


 


“Eurodollar”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.


 


“Event of Default”
has the meaning assigned to such term in Article VII.


 


“Excluded Subsidiaries”
means the Subsidiaries of the Borrower listed on Schedule ES attached hereto, as such Schedule ES may be updated
by an Authorized Officer of the Borrower to include (a) any Subsidiary acquired pursuant to an acquisition permitted hereunder
which is financed with Secured Indebtedness that is permitted by this Agreement and each Subsidiary thereof that guarantees such
Secured Indebtedness (in each case to the extent that guaranteeing the Obligations is prohibited by such Secured Indebtedness),
(b) any Subsidiary of an Excluded Subsidiary, (c) any Subsidiary that is not a Wholly-Owned Subsidiary of the Borrower, and is
either acquired pursuant to an acquisition permitted hereunder or formed in a manner not expressly prohibited hereunder, and is
prohibited by its organizational documents from giving a guaranty of the Obligations and (d) any Subsidiary of the Borrower organized
in a jurisdiction other than the United States or any state thereof; provided that each such Subsidiary shall cease to be
an Excluded Subsidiary hereunder if such Secured Indebtedness is repaid or becomes unsecured or if such Subsidiary ceases to guarantee
such secured Indebtedness or if such Subsidiary ceases to be prohibited from giving a guaranty, as applicable.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment
to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes,
in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in
the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant
to a law in effect on the date on which (i) such Lender acquires such interest in such Loan, Letter of Credit or Commitment (other
than pursuant to an assignment requested by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office,
except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such
Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment
or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to
comply with Section 2.17(f) and (d) any U.S. Federal withholding Taxes imposed under FATCA.


 




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“Facility” means
each of the Term Loan Facility and the Revolving Facility (and collectively, the “Facilities”).


 


“Facility Fee Rate”
means that rate determined pursuant to paragraph (b) of the definition of “Applicable Rate”.


 


“FATCA” means
Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof
and any agreement entered into pursuant to Section 1471(b)(1) of the Code.


 


“Federal Funds Effective Rate”
means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day,
the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.


 


“Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or controller of the general partner of the Borrower
or the Company, as applicable.


 


“Financial Statements”
means the financial statements to be furnished pursuant to Sections 5.01(a) and (b).


 


“Fitch” means
Fitch, Inc.


 


“Foreign Lender”
means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a
Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax
purposes.


 


“GAAP” means generally
accepted accounting principles in the United States of America.


 


“Governmental Authority”
means the government of the United States of America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 




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“Guaranties” means
the Parent Guaranty and the Subsidiary Guaranty.


 


“Guarantors” means
the Company and the Subsidiary Guarantors.


 


“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls and all other substances
or wastes of any nature regulated pursuant to any Environmental Law.


 


“Impacted Interest Period”
has the meaning assigned to it in the definition of “LIBO Rate”.


 


“Increased Amount Date”
has the meaning assigned to such term in Section 2.04.


 


“Incremental Commitments”
has the meaning assigned to such term in Section 2.04.


 


“Indebtedness”
means, with respect to any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b)
all obligations of such Person for the deferred purchase price of property or services (other than trade payables and accrued expenses
incurred by such Person in the ordinary course of business) and only to the extent such obligations constitute indebtedness for
purposes of GAAP, (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all
indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired
by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited
to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person,
contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations
of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Disqualified Equity Interests
of such Person (other than (i) obligations existing on the Effective Date that any direct or indirect parent of such Person has
the right (subject to satisfaction of applicable securities law requirements, including the filing of registration statements)
to satisfy by delivery of its Equity Interests, (ii) obligations that any direct or indirect parent of such Person is given the
right to satisfy by delivery of its Equity Interests and (iii) obligations with respect to preferred stock of the Company), (h)
all Contingent Obligations of such Person in respect of the foregoing clauses (a) through (g), (i) all obligations
of the kind referred to in clause (a) through (h) above secured by any Lien on property (including, without limitation,
accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of
such obligation, and (j) the “mark to market” liability of such Person in respect of Swap Agreements. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner)
to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor. The
amount of any Indebtedness under clause (i) above shall be limited to the lesser of the amount of such Indebtedness that
is Nonrecourse Indebtedness or the fair market value of the assets securing such Indebtedness that is Nonrecourse Indebtedness,
as reasonably determined by the Borrower. The amount of Indebtedness of any Person shall be calculated at the outstanding principal
amount based on the contract and not reflecting purchase accounting or other adjustments pursuant to GAAP.


 




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“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 any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a) hereof, Other Taxes.


 


“Index Debt” means
senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any other Person or subject
to any other credit enhancement.


 


“Ineligible Institution”
means (a) a natural person, (b) a Defaulting Lender, (c) the Borrower or any of its Affiliates, (d) a company, partnership, investment
vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof or (e) a company,
partnership, investment vehicle or trust which has a controlling interest in any company, partnership, trust or other entity which
(i) is a competitor of the Company or the Borrower or (ii) invests, as one of its primary lines of business, in real estate assets
similar to the Real Estate Assets.


 


“Information Memorandum”
means the Confidential Information Memorandum dated May 2014 relating to the Borrower and the Transactions.


 


“Interest Election Request”
means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08.


 


“Interest Payment Date”
means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and
December, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which
such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration,
each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first
day of such Interest Period, and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.


 


“Interest Period”
means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided,
that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business
Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no Interest Period shall
extend beyond the then applicable Maturity Date for the applicable Facility. For purposes hereof, the date of a Borrowing initially
shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing or Term Borrowing, thereafter shall
be the effective date of the most recent conversion or continuation of such Borrowing.


 




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“Interpolated Rate”
means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO
Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error)
to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period
for which the LIBO Screen Rate is available that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for
the shortest period (for which that Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such
time.


 


“Investment Affiliate”
means any unconsolidated subsidiary or Joint Venture of the Company, the Borrower and their consolidated subsidiaries; provided
that no CDO Subsidiary shall be included as an Investment Affiliate.


 


“Investment Grade Rating”
means an Applicable Credit Rating of Baa3 or better from Moody’s, BBB- or better from S&P, or BBB- or better from Fitch.


 


“IRS” means the
United States Internal Revenue Service.


 


“Issuing Bank”
means JPMorgan Chase Bank, N.A. in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity
as provided in Section 2.06(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued
by Affiliates of the Issuing Bank (or another Lender, with the consent of such Lender and the Borrower), in which case the term
“Issuing Bank” shall include any such Affiliate (or such Lender) with respect to Letters of Credit issued by such Affiliate
(or such Lender).


 


“Joint Venture”
means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided,
in no event shall any corporate subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.


 


“LC Disbursement”
means a payment made by the Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC
Exposure of any Lender at any time shall be its Revolving Percentage of the total LC Exposure at such time.


 


“Lender
Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


“Lenders” means
the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to Section 2.04
or an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.
Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Bank.


 


“Letter of Credit”
means any letter of credit issued pursuant to this Agreement.


 




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“LIBO Rate” means,
with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark
Administration (or any other Person that takes over the administration of such rate for U.S. Dollars for a period equal in length
to such Interest Period as displayed on page LIBOR01 of the Reuters screen that displays such rate (or, in the event such rate
does not appear on a Reuters page
or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other
information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion;
in each case the “LIBOR Screen Rate”) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period; provided that, if the LIBO Screen Rate shall be less than zero, such rate
shall be deemed to be zero for the purposes of this Agreement and provided, further, if the LIBO Screen Rate shall not be available
at such time for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the
Interpolated Rate, provided, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for
purposes of this Agreement.


 


“LIBO Screen Rate”
has the meaning assigned to it in the definition of “LIBO Rate.”


 


“Lien” means,
with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to
such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to
such securities.


 


“Loan Documents”
means this Agreement (including without limitation, schedules and exhibits hereto) the Notes, the Guaranties, and any other agreements
entered into in connection herewith or therewith by the Borrower or any other Loan Party with or in favor of the Administrative
Agent and/or the Lenders, including any amendments, modifications or supplements hereto or thereto or waivers hereof or thereof.


 


“Loan Parties”
means the Borrower and each Guarantor.


 


“Loans” means
the loans made by the Lenders to the Borrower pursuant to this Agreement.


 


“Major Acquisition”
means (a) a single transaction for the purpose of or resulting, directly or indirectly, in the acquisition (including, without
limitation, a merger or consolidation or any other combination with another Person) by one or more of the Borrower and its Subsidiaries
of properties or assets of a Person for a gross purchase price equal to or in excess of 10% of Total Asset Value (without giving
effect to such acquisition) or (b) one or more transactions for the purpose of or resulting, directly or indirectly, in the acquisition
(including, without limitation, a merger or consolidation or any other combination with another Person) by one or more of the Borrower
and its Subsidiaries of properties or assets of a Person in any two consecutive fiscal quarters for an aggregate gross purchase
price equal to or in excess of 10% of Total Asset Value (without giving effect to such acquisitions).


 




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“Material Adverse Effect”
means a material adverse effect on (a) the business, assets, operations or financial condition of the Company, the Borrower
and the Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under this Agreement
or any other Loan Document or (c) the validity or enforceability of this Agreement or any other Loan Document or the rights
of or remedies available to the Administrative Agent and the Lenders under this Agreement or any other Loan Document.


 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit) and obligations in respect of one or more Swap Agreements, of any
one or more of the Company, the Borrower and its Subsidiaries (other than CDO Subsidiaries) in an aggregate principal amount exceeding
(x) $20,000,000, in the case of Recourse Indebtedness, and (y) $75,000,000, in the case of Nonrecourse Indebtedness.


 


“Material Subsidiary”
means (a) each Subsidiary of the Borrower that directly or indirectly owns or leases an Unencumbered Property or owns a Mortgage
Note that is included in the calculation of Unencumbered Asset Value and (b) each other Subsidiary of the Borrower that has assets
that constitute more than 10% of Total Asset Value, other than an Excluded Subsidiary.


 


“Maturity Date”
means the Revolving Maturity Date and/or the Term Loan Maturity Date, as the context may require.


 


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


 


“Mortgage Note”
means a note receivable held by the Borrower or one of its Subsidiaries that is secured by a mortgage Lien on real property.


 


“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Negative Pledge”
means a provision of any document, instrument or agreement (including any charter, by-laws or other organizational documents),
other than this Agreement or any other Loan Document, that prohibits, restricts or limits, or purports to prohibit, restrict or
limit, the creation or assumption of any Lien on any assets of a Person as security for the Indebtedness of such Person or any
other Person, or entitles another Person to obtain or claim the benefit of a Lien on any assets of such Person; provided,
however, that an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or
more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance
of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge.


 


“Net Operating Income”
means, with respect to any Real Estate Asset for any period, property rental and other income attributable to such Real Estate
Asset minus all expenses and other proper charges incurred in connection with the operation of such Real Estate Asset (including,
without limitation, real estate taxes, management fees, payments under ground leases and bad debt expenses) during such period;
but, in any case, calculated before (i.e. without regard to) payment of or provision for debt service charges for such period,
income taxes for such period, capital expenses for such period, and depreciation, amortization, and other non-cash expenses for
such period, all as determined in accordance with GAAP (except that (a) any rent leveling adjustments and (b) any SFAS 141 amortization
shall be excluded from rental income); provided that Net Operating Income shall be adjusted to exclude the CDO Subsidiaries.


 




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“New Acquisition”
means any Real Estate Asset acquired by the Borrower or its subsidiaries within one year of any date of determination.


 


“New Revolving
Commitments” has the meaning assigned to such term in Section 2.04.


 


“New Revolving
Loan Lender” has the meaning assigned to such term in Section 2.04.


 


“New Term
Loan Commitments” has the meaning assigned to such term in Section 2.04.


 


“New Term
Loan Lender” has the meaning assigned to such term in Section 2.04.


 


“New Term
Loan” has the meaning assigned to such term in Section 2.04.


 


“Nonrecourse Indebtedness”
means, with respect to a Person, Indebtedness for borrowed money (or the portion thereof) in respect of which recourse for payment
(except for customary exceptions for fraud, misapplication of funds, environmental indemnities, violation of “special purpose
entity” covenants, bankruptcy, insolvency, receivership or other similar events and other similar exceptions to recourse
liability until a claim is made with respect thereto, and then in the event of any such claim, only a portion of such Indebtedness
in an amount equal to the amount of such claim shall no longer constitute “Nonrecourse Indebtedness” for the period
that such portion is subject to such claim) is contractually limited to specific assets of such Person encumbered by a Lien securing
such Indebtedness.


 


“Non-Wholly-Owned Subsidiary”
means any Subsidiary of a Person which is not a Wholly-Owned Subsidiary of such Person.


 


“Note” means any
promissory note delivered by the Borrower pursuant to Section 2.10(e).


 


“Obligations”
means the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and LC Disbursements
and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such
proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender, whether
direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under,
out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, or any other document made, delivered
or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are
required to be paid by the Borrower pursuant hereto) or otherwise.


 




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“Occupancy Rate”
means, with respect to a property at any time, the ratio, expressed as a percentage, of (a) the net rentable square footage of
such property actually occupied by tenants that are not affiliated with the Borrower, pursuant to binding leases as to which no
monetary default has occurred and has continued unremedied for 60 or more days to (b) the aggregate net rentable square footage
of such property. For purposes of this definition of “Occupancy Rate”, a tenant shall be deemed to actually occupy
a property (i) if a material portion of the leased premises or, if more than one property is subject to a single lease or master
lease, a material portion of such properties, is occupied, whether by the tenant or by one or more subtenants or (ii) notwithstanding
a temporary cessation of operations for renovation, repairs or other temporary reason, or for the purpose of completing tenant
build-out or that is otherwise scheduled to be open for business within 90 days of the date of such determination.


 


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


 


“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 (other than an assignment made pursuant to Section 2.19).


 


“Parent Guaranty”
means the Guaranty dated as of the date hereof from the Company in favor of the Administrative Agent for the benefit of the Lenders.


 


“Participant”
has the meaning assigned to such term in Section 9.04(c).


 


“Participant Register”
has the meaning assigned to such term in Section 9.04(c).


 


“Patriot Act”
has the meaning assigned to such term in Section 9.16.


 


“PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“Permitted Encumbrances”
means:


 


(a) Liens imposed by law for Taxes that
are not yet due or are being contested in compliance with Section 5.04;


 


(b) carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of
business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;


 




    	22



    	 



    

 


(c) pledges and deposits made in the ordinary
course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;


 


(d) deposits to secure the performance of
bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like
nature, in each case in the ordinary course of business;


 


(e) judgment liens in respect of judgments
that do not constitute an Event of Default under clause (k) of Article VII;


 


(f) easements, zoning restrictions, rights-of-way
and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary
obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business
of the Borrower or any Subsidiary; and


 


(g) the interests of lessees and lessors
under leases or subleases of, and the interest of managers or operators with respect to, real or personal property made in the
ordinary course of business;


 


provided that the term “Permitted Encumbrances”
shall not include any Lien securing Indebtedness.


 


“Person” means
any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan” means any
employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.


 


“Prime Rate” means
the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect
at its principal offices located in New York City; each change in the Prime Rate shall be effective from and including the date
such change is publicly announced as being effective.


 


“Pro-Rata Share”
means, with respect to any Lender, the percentage of the total Term Loan Exposure, Revolving Credit Exposure and unused Commitments
represented by such Lender’s Term Loan Exposure, Revolving Credit Exposure and unused Commitments.


 


“Public-Sider”
means a Lender or any representative of such Lender that does not want to receive material non-public information within the meaning
of the federal and state securities laws.


 


“Real Estate Asset”
means, at any time of determination, any interest (fee, leasehold or otherwise) then directly owned in whole or in part by the
Borrower or any of its Subsidiaries in any property.


 




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“Recipient” means
(a) the Administrative Agent, (b) any Lender or (c) any Issuing Bank, as applicable.


 


“Recourse Indebtedness”
means any Indebtedness that is not Nonrecourse Indebtedness.


 


“Register” has
the meaning assigned to such term in Section 9.04(b).


 


“REIT” means a
domestic trust or corporation that qualifies as a real estate investment trust under the provisions of §856, et seq. of the
Code or any successor provisions.


 


“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, members,
trustees, employees, agents and advisors of such Person and such Person’s Affiliates.


 


“Required Facility Lenders”
means, with respect to any Facility, the holders of more than 50% of the total Term Loan Exposures or the total Revolving Commitments,
as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility, after any termination of the Revolving
Commitments, the holders of more than 50% of the total Revolving Credit Exposures); provided that, in the event any Lender shall
be a Defaulting Lender, then for so long as such Lender is a Defaulting Lender, “Required Facility Lenders” means Lenders
(excluding all Defaulting Lenders) having more than 50% of the total Term Loan Exposures or the total Revolving Commitments (or
total Revolving Credit Exposures), as the case may be, outstanding under such Facility (excluding the Term Loan Exposures, Revolving
Commitments and Revolving Credit Exposures, as applicable, of all Defaulting Lenders).


 


“Required Lenders”
means, at any time, Lenders having Term Loan Exposures, Revolving Credit Exposures and unused Commitments representing more than
50% of the sum of the total Term Loan Exposures, Revolving Credit Exposures and unused Commitments at such time; provided
that, in the event any of the Lenders shall be a Defaulting Lender, then for so long as such Lender is a Defaulting Lender, “Required
Lenders” means Lenders (excluding all Defaulting Lenders) having Term Loan Exposures, Revolving Credit Exposures and unused
Commitments representing more than 50% of the sum of the total Term Loan Exposures, Revolving Credit Exposures and unused Commitments
of such Lenders (excluding all Defaulting Lenders) at such time.


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in
the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests
in the Borrower or any option, warrant or other right to acquire any such Equity Interests in the Borrower.


 


“Revolving Borrowing”
means a Borrowing of Revolving Loans.


 




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“Revolving Commitment”
means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters
of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s
Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09,
(b) increased from time to time pursuant to Section 2.04, and (c) reduced or increased from time to time pursuant to assignments
by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth
on Schedule 2.01, in the Additional Credit Extension Amendment, or in the Assignment and Assumption pursuant to which such
Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving
Commitments is $200,000,000.


 


“Revolving Commitment Utilization
Percentage” means, on any date, the percentage equal to a fraction (a) the numerator of which is the total Revolving
Credit Exposures and (b) the denominator of which is the total Revolving Commitments; provided that in calculating the total
Revolving Credit Exposures for purposes of Section 2.12(a), the aggregate principal amount of Swingline Loans then outstanding
shall be deemed to be zero.


 


“Revolving Credit Exposure”
means, with respect to any Revolving Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving
Loans and its LC Exposure and Swingline Exposure at such time.


 


“Revolving Facility”
means the Revolving Commitments and the Revolving Loans and Swingline Loans made, and Letters of Credit issued, thereunder.


 


“Revolving Lender”
means a Lender with a Revolving Commitment or Revolving Credit Exposure.


 


“Revolving Loan”
means a Loan made pursuant to Section 2.01(a) and Section 2.03.


 


“Revolving Maturity Date”
means June 9, 2018, subject to extension as provided in Section 2.21.


 


“Revolving Percentage”
means, with respect to any Revolving Lender, the percentage of the total Revolving Commitments represented by such Lender’s
Revolving Commitment. If the Revolving Commitments have terminated or expired, the Revolving Percentages shall be determined based
upon the Revolving Commitments most recently in effect, giving effect to any assignments.


 


“S&P” means
Standard & Poor’s.


 


“Sanctioned Country”
means at any time, a country or territory which is the subject or target of any Sanctions.


 


“Sanctioned Person”
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign
Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the United Nations Security Council, (b)
any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person.


 




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“Sanctions” means
economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
of State, or (b) the United Nations Security Council.


 


“SEC” means the
Securities and Exchange Commission of the United States of America.


 


“Secured Indebtedness”
means the portion of Total Indebtedness which is secured by a Lien on any properties or assets.


 


“Solvent” when
used with respect to the Loan Parties, taken as a whole, means that, as of any date of determination, (a) the fair saleable value
of their assets is in excess of the total amount of their liabilities (including, without limitation, contingent liabilities);
(b) the present fair saleable value of their assets is greater than the probable liability on their existing debts as such debts
become absolute and matured; (c) they are then able and expect to be able to pay their debts (including, without limitation, contingent
debts and other commitments) as they mature; and (d) they have capital sufficient to carry on their business as conducted and as
proposed to be conducted.


 


“Statutory Reserve Rate”
means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Person serving as the Administrative Agent is subject with respect
to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation
D of the Board). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed
to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions
or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


“subsidiary” means,
with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation,
limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.


 


“Subsidiary” means
any subsidiary of the Borrower.


 


“Subsidiary Guarantor”
means each Material Subsidiary of the Borrower that is party to the Subsidiary Guaranty.


 


“Subsidiary Guaranty”
means the Guaranty dated as of the date hereof from the Subsidiary Guarantors in favor of the Administrative Agent for the benefit
of the Lenders.


 




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“Swap Agreement”
means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving,
or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap
Agreement.


 


“Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any
Lender at any time shall be its Revolving Percentage of the total Swingline Exposure at such time.


 


“Swingline Lender”
means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.


 


“Swingline Loan”
means a Loan made pursuant to Section 2.05.


 


“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, including any interest, additions to tax or penalties applicable thereto.


 


“Term Facility”
means the Term Loan Commitments and the Term Loans made thereunder.


 


“Term Loan”
means a Loan made pursuant to Section 2.01(b) and Section 2.03, and includes any New Term Loans made pursuant to Section 2.04.


 


“Term Loan Commitment”
means, with respect to each Term Loan Lender, the commitment of such Lender to make Term Loans hereunder, including any New Term
Loan Commitments. The initial amount of each Lender’s Term Loan Commitment is set forth on Schedule 2.01. The initial
aggregate amount of the Lenders’ Term Loan Commitments is $200,000,000.


 


“Term Loan
Commitment Expiry Date” has the meaning assigned to such term in Section 2.01(b).


 


“Term Loan
Exposure” means, with respect to any Term Loan Lender at any time, the outstanding principal amount of such Lender’s
Term Loans.


 


“Term Loan Lender”
means a Lender with a Term Loan Commitment or Term Loan Exposure.


 


“Term Loan Maturity Date”
means June 9, 2019.


 




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“Total Asset Value”
means the sum of the following, without duplication: (a) for each Real Estate Asset that is wholly-owned by the Borrower or a Wholly-Owned
Subsidiary of the Borrower and that is a New Acquisition, the acquisition cost for such property; plus (b) for each Real Estate
Asset that is wholly-owned by the Borrower or a Wholly-Owned Subsidiary of the Borrower (other than a New Acquisition or a Development
Property), an amount equal to the quotient of (i)(x) the Adjusted Net Operating Income for such Real Estate Asset determined for
the most recently ended fiscal quarter, times (y) four, divided by (ii) the applicable Capitalization Rate;
plus (c) for each Real Estate Asset that is wholly-owned by the Borrower or a Wholly-Owned Subsidiary of the Borrower and that
is a Development Property (other than a New Acquisition), the book value (after impairments) for such property (provided
that the amount of Total Asset Value attributable to all Development Properties shall not exceed 5% of Total Asset Value); plus
(d) unrestricted cash and Cash Equivalents of the Borrower and its Wholly-Owned Subsidiaries; plus (e) with respect to any Real
Estate Asset of the type described in clauses (a), (b) and (c) of this definition that is not wholly owned
by the Borrower or a Wholly-Owned Subsidiary of the Borrower, the Borrower’s pro rata share of the value of such Real Estate
Asset; plus (f) the book value (after impairments) of Mortgage Notes receivable held by the Borrower and its Wholly-Owned Subsidiaries
so long as such Mortgage Note is not more than sixty (60) days past due or otherwise in payment default after giving effect to
applicable cure periods; provided that notwithstanding anything to the contrary set forth herein, no assets of any CDO Subsidiary
shall be included in the calculation of Total Asset Value.


 


“Total Indebtedness”
means, without duplication, all Indebtedness of the Company and its consolidated subsidiaries (other than the CDO Subsidiaries)
and the Company’s and such consolidated subsidiaries’ pro rata share of all Indebtedness of Investment Affiliates.


 


“Transactions”
means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing
of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 


“Type”, when used
in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing,
is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.


 


“Unencumbered Adjusted Net Operating
Income” means, for any fiscal period, the total Adjusted Net Operating Income attributable to all Unencumbered Properties
for such period.


 


“Unencumbered Asset Value”
means the sum of the following, without duplication: (a) for each Unencumbered Property that is a New Acquisition, the acquisition
cost for such property; plus (b) for each Unencumbered Property (other than a New Acquisition), an amount equal to the quotient
of (i)(x) the Adjusted Net Operating Income for such Unencumbered Property determined for the most recently ended fiscal quarter,
times (y) four, divided by (ii) the applicable Capitalization Rate; plus (c) the book value (after impairments)
of each first-priority Mortgage Note receivable held by the Borrower and its Wholly-Owned Subsidiaries that are Subsidiary Guarantors
(subject to release as provided in Section 5.12) so long as (i) such Mortgage Note is not subject to any Liens or Negative Pledges,
(ii) such Mortgage Note is not more than sixty (60) days past due or otherwise in payment default after giving effect to applicable
cure periods, and (iii) the property securing such Mortgage Note meets the criteria for an Unencumbered Property (other than clause
(1) of the definition thereof);


 




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provided that (A) not more than 20% of Unencumbered Asset
Value shall be attributable to any single Unencumbered Property, (B) not more than 20% of Unencumbered Asset Value may be attributable
to Unencumbered Properties for which a single Person is the tenant (other than the Bank of America Portfolio and other Real Estate
Assets if the tenant is Bank of America Corporation and/or its subsidiaries), (C) not more than 10% of Unencumbered Asset Value
may be attributable to Unencumbered Properties that are subject to a ground lease, and (D) not more than 10% of Unencumbered Asset
Value may be attributable to first-priority Mortgage Notes receivable.


 


“Unencumbered Property”
means a Real Estate Asset that meets each of the following criteria (with each such Real Estate Asset that meets such criteria
being an Unencumbered Property):


 


		1.	The Real Estate Asset is 100% fee owned or ground leased
under an Eligible Ground Lease by the Borrower or a Wholly-Owned Subsidiary of the Borrower that is a Subsidiary Guarantor (subject
to release as provided in Section 5.12).



		2.	The Real Estate Asset is improved with one or more completed
office, industrial and/or retail buildings.



		3.	The Real Estate Asset is not otherwise directly or indirectly
subject to any Lien (other than Permitted Encumbrances) or any Negative Pledge or other agreement that prohibits the creation
of a Lien or prohibits the transfer of any owned Real Estate Asset.



		4.	The Real Estate Asset is not subject to any Environmental
Liability or otherwise in violation of Environmental Laws, in each case, that would materially impair the value of such Real Estate
Asset.



		5.	The Real Estate Asset is free of any structural defects
that would materially impair the value of such Real Estate Asset.



		6.	The Real Estate Asset is located in the United States.



		7.	The Real Estate Asset is subject to one or more net leases
with tenants (or similar leases under which the tenant is generally responsible for paying or reimbursing the landlord for taxes
and insurance).



 


“Unsecured
Indebtedness” means the outstanding principal amount of Total Indebtedness that is not secured by a Lien on any property,
Equity Interests or other assets.


 


“Unsecured Interest Expense”
means for any fiscal period, the amount of Consolidated Interest Expense on all Unsecured Indebtedness. Unsecured Interest Expense
shall be equal to the greater of (i) the actual Consolidated Interest Expense on all Unsecured Indebtedness, and (ii) the Consolidated
Interest Expense that would be payable on all Unsecured Indebtedness using an assumed interest rate of 5.0% per annum.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Tax Compliance Certificate”
has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).


 




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“Wholly-Owned Subsidiary”
of a Person means any subsidiary of which all of the outstanding voting Equity Interests shall at the time be owned or controlled,
directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more
Wholly-Owned Subsidiaries of such Person.


 


“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Withholding Agent”
means any Loan Party and the Administrative Agent.


 


SECTION 1.02. Classification of Loans
and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving
Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g.,
a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g.,
a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”)
or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).


 


SECTION 1.03. Terms Generally. The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include
such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”,
and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.


 


SECTION 1.04. Accounting Terms; GAAP.
Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or
in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required
Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect
and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision
amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature
used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect
to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting
Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company, the Borrower or any
Subsidiary at “fair value”, as defined therein.


 




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ARTICLE
II


 


The Credits


 


SECTION 2.01. Commitments. (a) Subject
to the terms and conditions set forth herein, each Revolving Lender severally agrees to make Revolving Loans to the Borrower from
time to time in U.S. Dollars during the Availability Period in an aggregate principal amount that will not result in (a) such
Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (b) the sum of the total Revolving
Credit Exposures exceeding the total Revolving Commitments. Within the foregoing limits and subject to the terms and conditions
set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.


 


(b) Subject to the terms and conditions
set forth herein, each Term Loan Lender severally agrees to make a Term Loan (other than New Term Loans) to the Borrower in U.S.
Dollars in a single Borrowing on the Effective Date in the principal amount requested by the Borrower in accordance with Section
2.03 (not to exceed such Lender’s Term Loan Commitment). The Term Loan Commitments of the Lenders to make the Term Loans
(other than the New Term Loan Commitments, which shall be governed by Section 2.04) shall expire on the earlier of (a) the date
specified in Section 4.01 in the event that the conditions set forth in Section 4.1 are not satisfied (or waived pursuant to Section
9.02) at or prior to 3:00 p.m. New York City time on such date, or (b) the date of the Borrowings of Term Loans (the “Term
Loan Commitment Expiry Date”). Any portion of the Term Loans that is repaid may not be reborrowed.


 


SECTION 2.02. Loans and Borrowings.
(a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance
with their respective Revolving Commitments. Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made
by the Term Loan Lenders ratably in accordance with their respective Term Loan Commitments. The failure of any Lender to make any
Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments
of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.


 


(b) Subject to Section 2.14, each Borrowing
of any Class shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith.
Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect
the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.


 




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(c) At the commencement of each Interest
Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and
not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $500,000 and not less than $1,000,000; provided that an ABR Revolving Borrowing may be in
an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that
is an integral multiple of $500,000 and not less than $1,000,000 or that is required to finance the reimbursement of an LC Disbursement
as contemplated by Section 2.06(e). Borrowings of more than one Type and Class may be outstanding at the same time; provided
that there shall not at any time be more than a total of eight (8) Eurodollar Borrowings outstanding.


 


(d) Notwithstanding any other provision
of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the applicable Maturity Date.


 


SECTION 2.03. Requests for Borrowings.
To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of
a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York
City time, on the date of the proposed Borrowing, and any notice of a Swingline Loan Borrowing shall be made in accordance with
Section 2.05(b). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request and signed by an Authorized Officer of the Borrower. Each such
telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:


 


(i) the aggregate amount of the requested
Borrowing, and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing;


 


(ii) the date of such Borrowing, which
shall be a Business Day;


 


(iii) whether such Borrowing is to
be an ABR Borrowing or a Eurodollar Borrowing;


 


(iv) in the case of a Eurodollar Borrowing,
the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest
Period”; and


 


(v) the location and account number
to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.


 




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If no election as to the Type of Borrowing is specified, then
the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar
Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.


 


SECTION 2.04. Incremental Facilities.
On one or more occasions at any time after the Effective Date, the Borrower may by written notice to the Administrative Agent elect
to request (A) an increase to the existing Revolving Commitments (any such increase, the “New Revolving Commitments”)
and/or (B) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”,
together with the New Revolving Commitments, the “Incremental Commitments”), by up to an aggregate amount
not to exceed $400,000,000 for all Incremental Commitments. Each such notice shall specify the date (each, an “Increased
Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be
a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative
Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate
of Lenders or other Persons that are Eligible Assignees willing to hold the requested Incremental Commitments; provided
that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $20,000,000, (y)
any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion,
to provide an Incremental Commitment; provided that the Lenders will first be afforded the opportunity to provide the Incremental
Commitments on a pro rata basis, and if any Lender so approached fails to respond, such Lender shall be deemed to have declined
to provide such Incremental Commitments, and (z) any Lender or other Person that is an Eligible Assignee (each, a “New
Revolving Loan Lender” or “New Term Loan Lender,” as applicable) to whom any portion of
such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (such
approval not to be unreasonably withheld or delayed), and, in the case of a New Revolving Commitment, the Issuing Bank and the
Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such New Revolving Loan Lender or New Term
Loan Lender is an existing Lender.


 


The terms and provisions of any New Revolving
Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any New Term Loan Commitments
and any New Term Loans shall (a) provide that the maturity date of any New Term Loan that is a separate tranche shall be no earlier
than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of
the existing Term Loan Facility, unless the Borrower and the New Term Loan Lenders in respect of such New Term Loans elect lesser
payments and (c) otherwise be identical to the existing Term Loans or reasonably acceptable to the Administrative Agent.


 




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The effectiveness of any Incremental Commitments
and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following
conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and, in the case of a New Term Loan Commitment,
the borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the
most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrower would have been in
compliance with the financial covenants set forth in Section 6.12; (y) the representations and warranties made or deemed made by
the Borrower in any Loan Document shall be true and correct in all material respects (other than any representation or warranty
qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct
in all respects) on the effective date of such Incremental Commitments except to the extent that such representations and warranties
expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct
in all material respects (other than any representation or warranty qualified as to “materiality”, “Material
Adverse Effect” or similar language, which shall be true and correct in all respects) (on and as of such earlier date) and
except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative
Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i)
if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate
or other necessary action taken by the Borrower to authorize such Incremental Commitments and (B) all corporate, partnership, member,
or other necessary action taken by each Guarantor authorizing the Guaranty by such Guarantor of such Incremental Commitments; and
(ii) a customary opinion of counsel to the Borrower and the Guarantors (which may be in substantially the same form as delivered
on the Effective Date and may be delivered by internal counsel of the Borrower), and addressed to the Administrative Agent and
the Lenders, and (iii) if requested by any Lender, new notes executed by the Borrower, payable to any new Lender, and replacement
notes executed by the Borrower, payable to any existing Lenders.


 


On any Increased Amount Date on which New
Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving
Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Lenders shall purchase from each
of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans
outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and
purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance
with their Revolving Commitments after giving effect to the addition of such New Revolving Commitments to the Revolving Commitments,
(b) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be
deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to its New
Revolving Commitment and all matters relating thereto.


 


On any Increased Amount Date on which any
New Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan
Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan
Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and
the New Term Loans made pursuant thereto.


 


The Administrative Agent shall notify the
Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving
Commitments and the New Revolving Loan Lenders or the New Term Loan Commitments and the New Term Loan Lenders, as applicable, and
(z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving
Loans, in each case subject to the assignments contemplated by this Section.


 




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The upfront fees payable to the New Revolving
Loan Lenders and/or New Term Loan Lenders shall be determined by the Borrower and the applicable New Revolving Loan Lenders and/or
New Term Loan Lenders.


 


The Incremental Commitments shall be effected
pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Revolving Loan Lender
or New Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register. Each
Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and
the other Loan Documents as are consistent with this Section 2.04 and may be necessary or appropriate, in the opinion of the Administrative
Agent, to effect the provisions of this Section 2.04.


 


SECTION 2.05. Swingline Loans. (a)
Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from
time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding 10% of the total Revolving Commitments or (ii) the sum
of the total Revolving Credit Exposures exceeding the total Revolving Commitments; provided that the Swingline Lender shall
not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.


 


(b) To request a Swingline Loan, the Borrower
shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York
City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline
Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower
by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Loan
made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank)
by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.


 




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(c) The Swingline Lender may by written
notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving
Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall
specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice,
the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Revolving
Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Revolving
Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations
in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and
that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender
shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner
as provided in Section 2.07 with respect to Revolving Loans made by such Revolving Lender (and Section 2.07 shall apply,
mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly
pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the
Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of
such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline
Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts
received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall
have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided
that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and
to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.


 


SECTION 2.06. Letters of Credit.
(a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit
as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application
or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter
of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, the Issuing
Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made
to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory, that at the
time of such funding is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by
any party to this Agreement.


 


(b) Notice of Issuance, Amendment, Renewal,
Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements
for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of
the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days) a notice requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the
date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to
expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address
of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit.
If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard
form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only
if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed 10% of the
total Revolving Commitments and (ii) the sum of the total Revolving Credit Exposures shall not exceed the total Revolving
Commitments.


 




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(c) Expiration Date. Each Letter
of Credit shall expire (or be subject to termination by notice from the Issuing Bank to the beneficiary thereof) at or prior to
the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or,
in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five
Business Days prior to the Maturity Date of the Revolving Facility; provided that any Letter of Credit with a one-year term
may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred
to in clause (ii) above) so long as such Letter of Credit permits the Issuing Bank to prevent any such extension at least once
in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary
thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be
agreed upon at the time such Letter of Credit is issued. Once an automatic renewal Letter of Credit has been issued, the Revolving
Lenders shall be deemed to have authorized the Issuing Bank to permit the extension of such Letter of Credit at any time to an
expiry date not later than the date referred to in clause (ii) above; provided, however, that the Issuing Bank shall not
permit any such extension if it has received written notice on or before the day that is seven Business Days before the Non-Extension
Notice Date from any Lender or the Administrative Agent that a Default or Event of Default has occurred and is continuing directing
the Issuing Bank not to permit such extension.


 


(d) Participations. By the issuance
of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the
part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Revolving Percentage of the
aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each
Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing
Bank, such Lender’s Revolving Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower
on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the
Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to
this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.


 




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(e) Reimbursement. If the Issuing
Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying
to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the
date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.,
New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date,
then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives
such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrower may, subject
to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed
with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s
obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan.
If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable
LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Revolving Percentage thereof.
Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Revolving Percentage
of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Revolving Loans
made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving
Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving
Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the
Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments
pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests
may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement
(other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and
shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.


 




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(f) Obligations Absolute. The Borrower’s
obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional
and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any
term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent
or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing
Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter
of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might,
but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the
Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related
Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of
Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation
of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing
shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed
to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent
permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto
expressly agree that, in the absence of gross negligence or wilful misconduct on the part of the Issuing Bank (as finally determined
by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance
of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which
appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance
with the terms of such Letter of Credit.


 


(g) Disbursement Procedures. The
Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment
under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed
by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided
that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing
Bank and the Revolving Lenders with respect to any such LC Disbursement.


 


(h) Interim Interest. If the Issuing
Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC
Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement
is made to but excluding the date that the reimbursement is due and payable, at the rate per annum then applicable to ABR Revolving
Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section, then Section 2.13(e) shall apply. Interest accrued pursuant to this paragraph shall be for the account
of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e)
of this Section to reimburse the Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment.


 


(i) Replacement of the Issuing Bank.
The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing
Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank.
At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the
replaced Issuing Bank pursuant to Section 2.12(c). From and after the effective date of any such replacement, (i) the
successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters
of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer
to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require.
After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to
have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior
to such replacement, but shall not be required to issue additional Letters of Credit.


 




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(j) Cash Collateralization. If any
Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent
or the Required Facility Lenders under the Revolving Facility (or, if the maturity of the Loans has been accelerated, Lenders with
LC Exposures representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and
for the benefit of the Revolving Lenders, an amount in cash equal to 102% of the LC Exposure as of such date plus any accrued and
unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII. Such deposit shall be held by
the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement.
The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.
Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion
of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits,
if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent
to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall
be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the
total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement, with any remaining balance returned
to the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (including all interest or profits, if any, on the investment thereof) (to the extent not applied
as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.


 


SECTION 2.07. Funding of Borrowings.
(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available
funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative
Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account
of the Borrower maintained with the Administrative Agent in New York City or such other account as is designated by the Borrower
in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement
as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.


 




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(b) Unless the Administrative Agent shall
have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made
such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption,
make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount
is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans.
If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included
in such Borrowing as of the date of such Borrowing.


 


SECTION 2.08. Interest Elections.
(a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar
Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to
convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall
not apply to Swingline Borrowings, which may not be converted or continued.


 


(b) To make an election pursuant to this
Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request
would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election
to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form
approved by the Administrative Agent and signed by an Authorized Officer of the Borrower.


 


(c) Each telephonic and written Interest
Election Request shall specify the following information in compliance with Section 2.02:


 


(i) the Borrowing to which such Interest
Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv)
below shall be specified for each resulting Borrowing);


 


(ii) the effective date of the election
made pursuant to such Interest Election Request, which shall be a Business Day;


 




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(iii) whether the resulting Borrowing
is to be an ABR Borrowing or a Eurodollar Borrowing; and


 


(iv) if the resulting Borrowing is
a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election Request requests a Eurodollar
Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.


 


(d) Promptly following receipt of an Interest
Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of
each resulting Borrowing.


 


(e) If the Borrower fails to deliver a timely
Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein and subject to the next sentence, at the end of such Interest Period such Borrowing
shall be continued as an Eurodollar Borrowing with a one month Interest Period. Notwithstanding any contrary provision hereof,
if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Facility Lenders
under the applicable Facility, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Borrowing under such Facility may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.


 


SECTION 2.09. Termination and Reduction
of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date
and (b) the Term Loan Commitments shall terminate on the Term Loan Commitment Expiry Date as provided in Section 2.01(b).


 


(b) The Borrower may at any time terminate,
or from time to time reduce, the Commitments under a particular Facility; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall
not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance
with Section 2.11, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments.


 


(c) The Borrower shall notify the Administrative
Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business
Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered
by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving
Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities,
in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of
the Commitments under a particular Facility shall be made ratably among the Lenders in accordance with their respective Commitments
under such Facility.


 




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SECTION 2.10. Repayment of Loans; Evidence
of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each
Revolving Lender, the then unpaid principal amount of each Revolving Loan on the Revolving Maturity Date, (ii) to the Administrative
Agent for the account of each Term Loan Lender, the then unpaid principal amount of each Term Loan on the Term Loan Maturity Date
and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving
Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least
two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the
Borrower shall repay all Swingline Loans then outstanding.


 


(b) Each Lender shall maintain in accordance
with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan
made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.


 


(c) The Administrative Agent shall maintain
accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest
Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from
the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the
account of the Lenders and each Lender’s share thereof.


 


(d) The entries made in the accounts maintained
pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and
amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain
such accounts or any error therein shall not in any manner affect the Obligations of the Borrower.


 


(e) Any Lender may request that Loans made
by it be evidenced by one or more promissory notes in substantially the forms of Exhibit D-1, Exhibit D-2 or Exhibit
D-3 hereto, as applicable. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory
notes payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns). Thereafter,
the Loans evidenced by such promissory note(s) and interest thereon shall at all times (including after assignment pursuant to
Section 9.04), unless such assignee elects not to receive a Note be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered
assigns).


 


SECTION 2.11. Prepayment of Loans.
(a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium
or penalty, subject to prior notice in accordance with paragraph (b) of this Section.


 




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(b) The Borrower shall notify the Administrative
Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00
a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline
Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and
shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided
that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as
contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance
with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise
the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted
in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Borrowing
shall be applied ratably to the applicable Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.13 and all amounts, if any, payable pursuant to Section 2.16. Any portion of
the Term Loan that is prepaid may not be reborrowed.


 


SECTION 2.12. Fees. (a) From the
Effective Date until the earlier of the Debt Rating Pricing Election Date and the last day of the Availability Period, the Borrower
agrees to pay to the Administrative Agent, for the pro rata account of each Revolving Lender, a commitment fee, computed at the
Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Revolving Lender during the period
for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December of each year
and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date.
All commitment fees shall be computed on the basis of a year of 365 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).


 


(b) From and after the Debt Rating Pricing
Election Date, the Borrower agrees to pay to the Administrative Agent, for the account of each Revolving Lender, a facility fee,
which shall accrue at the Facility Fee Rate (as set forth in the definition of Applicable Rate) on the daily amount of the Revolving
Commitment of such Lender (whether used or unused) during the period from and including the Debt Rating Pricing Election Date to
but excluding the date on which such Commitment terminates; provided that, if such Revolving Lender continues to have any
Revolving Credit Exposure after its Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily
amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates
to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable
in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments
terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after
the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis
of a year of 365 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last
day).


 




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(c) The Borrower agrees to pay (i) to
the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters
of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving
Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such
Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to
the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC
Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases
to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension
of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including
the last day of March, June, September and December of each year shall be payable on the third Business Day following such last
day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on
the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments
terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable
within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 365 days
and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).


 


(d) The Borrower agrees to pay to the Administrative
Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative
Agent.


 


(e) All fees payable hereunder shall be
paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees
payable to it) for distribution, in the case of facility fees and participation fees, to the applicable Lenders. Fees paid shall
not be refundable under any circumstances.


 


SECTION 2.13. Interest. (a) The Loans
comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable
Rate.


 


(b) The Loans comprising each Eurodollar
Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable
Rate.


 


(c) Notwithstanding the foregoing, if any
principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether
at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment,
at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable
to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus
the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section.


 




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(d) Accrued interest on each Loan shall
be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the
Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall
be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving
Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable
on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end
of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.


 


(e) All interest hereunder shall be computed
on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate
Base Rate is based on the Prime Rate or the Federal Funds Effective Rate shall be computed on the basis of a year of 365 days (or
366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but
excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative
Agent, and such determination shall be conclusive absent manifest error.


 


SECTION 2.14. Alternate Rate of Interest.
If prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(a) the Administrative Agent determines
(which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or


 


(b) the Administrative Agent is advised
by the Required Facility Lenders under a particular Facility that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in
such Borrowing under such Facility for such Interest Period;


 


then the Administrative Agent shall give notice thereof to the
Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies
the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election
Request that requests the conversion of any Borrowing under such Facility to, or continuation of any Borrowing under such Facility
as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing under such
Facility, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such
notice affect only one Class of Borrowings, then the other Class of Borrowings shall be permitted.


 


SECTION 2.15. Increased Costs. (a)
If any Change in Law shall:


 


(i) impose, modify or deem applicable
any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or
other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve
requirement to the extent reflected in the Adjusted LIBO Rate) or the Issuing Bank;


 




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(ii) impose on any Lender or the
Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or
Loans made by such Lender or any Letter of Credit or participation therein; or


 


(iii) subject any Recipient to
any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes
and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits,
reserves, other liabilities or capital attributable thereto;


 


and the result of any of the foregoing shall be to increase
the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Eurodollar Loan (or of maintaining
its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating
in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing
Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender,
the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender,
the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.


 


(b) If any Lender or the Issuing Bank determines
that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return
on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s
holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by,
such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or
such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration
such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding
company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or the Issuing
Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s
or the Issuing Bank’s holding company for any such reduction suffered.


 


(c) A certificate of a Lender or the Issuing
Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the
case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown
as due on any such certificate within 10 days after receipt thereof.


 


(d) Failure or delay on the part of any
Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s
or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate
a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior
to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then
the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.


 




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SECTION 2.16. Break Funding Payments.
In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert into, continue or prepay any Eurodollar Loan
on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b)
and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of (x) the operation of Section 2.04 or (y) a request by the Borrower pursuant to Section 2.19,
then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In
the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date
of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or
continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement
of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate
of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be
delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as
due on any such certificate within ten (10) days after receipt thereof.


 


SECTION 2.17. Taxes. (a) Payments
Free of Taxes. Any and all payments by or on account of any obligation of any 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 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 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or
withholding been made.


 


(b) Payment of Other Taxes by the Borrower.
The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of
the Administrative Agent timely reimburse it for, Other Taxes.


 


(c) Evidence of Payments. As soon
as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.17, such Loan
Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 




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(d) Indemnification by the Borrower.
The Loan Parties shall indemnify each Recipient, within 10 days after 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 such
Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error.


 


(e) Indemnification by the Lenders.
Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes
attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for
such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s
failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded
Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan
Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered
to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by
the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph
(e).


 


(f) Status of Lenders. (i) Any Lender
that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall
deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will
permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably
requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether
or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary
in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set
forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the applicable 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.


 




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(ii) Without limiting the generality of the
foregoing, in the event that the Borrower is a U.S. Person,


 


(A) any 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), executed originals
of IRS Form W-9 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:


 


(1) in the case of a Foreign Lender
claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under
any Loan Document, executed 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;


 


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


 


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


 


(4) to the extent a Foreign Lender
is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax
Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-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 C-4 on behalf of each such direct and indirect partner;


 




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


 


Each 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 and the Administrative Agent in writing of its legal inability to do so.


 


(g) 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 2.17 (including by the payment of additional amounts pursuant to this Section
2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made
under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes)
of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the
amount paid over pursuant to this paragraph (g) (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 (g), in no event will the indemnified party be required to pay any amount to an indemnifying
party pursuant to this paragraph (g) 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, or apply for or seek any refund of any Taxes for or on behalf
of, the indemnifying party or any other Person.


 




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(h) Survival. Each party’s
obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment
of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge
of all obligations under any Loan Document.


 


(i) Defined Terms. For purposes of
this Section 2.17, the term “Lender” includes any Issuing Bank and the term “applicable
law” includes FATCA.


 


SECTION 2.18. Payments Generally; Pro
Rata Treatment; Sharing of Set-offs. (a) The Borrower shall make each payment required to be made by it hereunder (whether
of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17,
or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set off
or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed
to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall
be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except payments to be made directly
to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16,
2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business
Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All
payments hereunder shall be made in dollars. Each payment (including each prepayment) by the Borrower on account of principal of
and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of
the Term Loans then held by the Term Loan Lenders. Each payment (including each prepayment) by the Borrower on account of principal
of and interest on the Revolving Loans shall be made pro rata according to the respective Revolving Percentages of
the Revolving Lenders.


 


(b) If at any time insufficient funds are
received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest
and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second,
towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.


 




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(c) If any Lender shall, by exercising any
right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or
participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary
so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal
of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that
(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance
with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of
a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to
the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.


 


(d) Unless the Administrative Agent shall
have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account
of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume
that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute
to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such
payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation.


 


(e) If any Lender shall fail to make any
payment required to be made by it pursuant to Section 2.05(c) [funding swingline participations], Section 2.06(d) [funding letter
of credit participations], Section 2.06(e) [funding ABR loan to reimburse letter of credit disbursement], Section 2.07(b) [agent
loan pre-funding], Section 2.18(d) [agent pre-funding of borrower repayments] or Section 9.03(c) [lender indemnity], then the Administrative
Agent may, in its discretion and notwithstanding any contrary provision hereof, apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied
obligations are fully paid, and/or (ii) hold such amounts in a segregated account over which the Administrative Agent shall have
exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under any such Section,
in the case of each of clause (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.


 




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SECTION 2.19. Mitigation Obligations;
Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to
pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking
its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15
or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred
by any Lender in connection with any such designation or assignment.


 


(b) If (w) any Lender requests compensation
under Section 2.15, or (x) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17, or (y) any Lender becomes Defaulting Lender,
or (z) any Lender has refused to consent to any proposed amendment, modification, waiver, termination or consent with respect to
any provision of this Agreement or any other Loan Document that, pursuant to Section 9.02, requires the consent of all Lenders
or each Lender affected thereby and with respect to which Lenders constituting the Required Lenders have consented to such proposed
amendment, modification, waiver, termination or consent, then the Borrower may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments
pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received
the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Bank and the
Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount
equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting
from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment
will result in a reduction in such compensation or payments, and (iv) in the case of any such assignment resulting from a Lender’s
refusal to consent to a proposed amendment, modification, waiver, termination or consent, the assignee shall approve the proposed
amendment, modification, waiver, termination or consent. A Lender shall not be required to make any such assignment and delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.


 


SECTION 2.20.
Defaulting Lenders.


 


Notwithstanding
any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall
apply for so long as such Lender is a Defaulting Lender:


 




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(a)          commitment fees shall cease to accrue
on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a) and facility fees shall
cease to accrue on the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(b);


 


(b)          the Commitments, Term Loan Exposure and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining
whether the Required Lenders or Required Facility Lenders have taken or may take any action hereunder (including any consent to
any amendment, waiver or other modification pursuant to Section 9.02); provided, that this clause (b) shall not apply to the vote
of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender
affected thereby;


 


(c)          if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)
          all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting
Lenders that are Revolving Lenders in accordance with their respective Revolving Percentages but only to the extent that (x) the
sum of all such non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure
and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments and (y) the conditions set
forth in Section 4.02(a) and Section 4.02(b) are satisfied at such time;


 


(ii)
         if the reallocation described in clause (i) above cannot, or can only partially,
be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline
Exposure and (y) second, cash collateralize for the benefit of the Issuing Bank only the Borrower’s obligations corresponding
to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in
accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;


 


(iii)
         if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above,
the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(c) with respect to such Defaulting
Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)         if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the
Lenders pursuant to Section 2.12(a) and Section 2.12(c) shall be adjusted in accordance with such non-Defaulting Lenders’
Revolving Percentages; and


 


(v)
if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to
clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder,
all facility fees payable pursuant to Section 2.12(b) that otherwise would have been payable to such Defaulting Lender (solely
with respect to the portion of such Defaulting Lender’s Revolving Commitment that was utilized by such LC Exposure) and letter
of credit fees payable under Section 2.12(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the
Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and


 




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(d)          so
long as such Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and
the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related
exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of the
non-Defaulting Lenders and/or cash collateral will be provided by the Borrower
in accordance with Section 2.20(c), and participating interests in any newly made Swingline Loan or any newly issued or increased
Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting
Lender shall not participate therein).


 


If
(i) a Bankruptcy Event with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall
continue or (ii) the Swingline Lender or the Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling
its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not
be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit,
unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered into arrangements with the Borrower or
such Lender, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect
of such Lender hereunder.


 


In
the event that the Administrative Agent, the Borrower, the Swingline Lender and the Issuing Bank each agrees that a Defaulting
Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC
Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date
such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent
shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Revolving Percentage.


 


SECTION 2.21. Extension of Revolving
Maturity Date. The Borrower shall have one (1) option (which shall be binding on the Revolving Lenders), exercisable
by written notice to the Administrative Agent (which shall promptly notify each of the Lenders) given no more than 90 days nor
less than 30 days prior to the then Revolving Maturity Date, to extend the Revolving Maturity Date for a period of one (1) year.
Upon delivery of such notice, the Revolving Maturity Date shall be extended for one (1) year so long as the following conditions
are satisfied: (i) no Default or Event of Default has occurred and is continuing as of the effective date of such extension; (ii)
the representations and warranties made or deemed made by the Borrower in any Loan Document shall be true and correct in all material
respects (other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect”
or similar language, which shall be true and correct in all respects) as of the effective date of such extension except to the
extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations
and warranties shall have been true and correct in all material respects on and as of such earlier date); and (iii) the Borrower
shall have paid an extension fee equal to 0.15% of the aggregate outstanding amount of the Revolving Commitments (to the Administrative
Agent for the ratable benefit of the Revolving Lenders).


 




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ARTICLE
III


 


Representations and Warranties


 


The Borrower represents and warrants to
the Lenders that:


 


SECTION 3.01. Organization; Powers.
Each of the Company, the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, has all requisite power and authority to own or lease its properties and to carry on its
business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such
qualification is required.


 


SECTION 3.02. Authorization; Enforceability.
The Transactions are within each Loan Party’s corporate, partnership, limited liability company or other organizational powers
and have been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action.
Each of this Agreement and the other Loan Documents to which a Loan Party is a party has been duly executed and delivered by such
Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 


SECTION 3.03. Governmental Approvals;
No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other
action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will
not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company, the Borrower
or any of its Subsidiaries or any order judgment or decree of any Governmental Authority, (c) will not violate or result in
a default under any indenture, agreement or other instrument binding upon the Company, the Borrower or any of its Subsidiaries
or its assets, or give rise to a right thereunder to require any payment to be made by the Company, the Borrower or any of its
Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Company, the Borrower
or any of its Subsidiaries.


 


SECTION 3.04. Financial Condition; No
Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet and statements
of income, stockholders equity and cash flows of the Company and its subsidiaries (i) as of and for the fiscal year ended
December 31, 2013, reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter
and the portion of the fiscal year ended March 31, 2014, certified by its chief financial officer. Such financial statements present
fairly, in all material respects, the financial condition and results of operations and cash flows of the Company and its consolidated
subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence
of footnotes in the case of the statements referred to in clause (ii) above.


 




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(b) Since December 31, 2013, no event, development
or circumstance has occurred which has had, or would reasonably be expected to have, a Material Adverse Effect.


 


SECTION 3.05. Properties. (a) Each
of the Company, the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal
property material to its business, except for Permitted Encumbrances, Liens permitted by Section 6.02, or minor defects in title
that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended
purposes. Each of the Real Estate Assets included as Unencumbered Properties for purposes of this Agreement satisfies the requirements
for an Unencumbered Property set forth in the definition thereof. As of the Effective Date, Schedule 3.05 sets forth a list
of each Unencumbered Property and whether such Unencumbered Property is subject to an Eligible Ground Lease.


 


(b) Each of the Company, the Borrower and
its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material
to its business, and the use thereof by the Company, the Borrower and its Subsidiaries does not infringe upon the rights of any
other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect.


 


SECTION 3.06. Litigation and Environmental
Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against
or, to the knowledge of the Borrower, threatened in writing against the Company, the Borrower or any of its Subsidiaries (i) as
to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve
this Agreement or the Transactions. As of the date of this Agreement, the Company, the Borrower and its Subsidiaries have no material
Contingent Obligations that are not disclosed in the financial statements referred to in Section 3.04 or listed as a Disclosed
Matter.


 


(b) Except for the Disclosed Matters and
except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, none of the Company, the Borrower or any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental
Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental Liability.


 


(c) Since the date of this Agreement to
the knowledge of the Borrower, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate,
has resulted in, or materially increased the likelihood of, a Material Adverse Effect.


 




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SECTION 3.07. Compliance with Laws and
Agreements. Each of the Company, the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of
any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it
or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.


 


SECTION 3.08. Investment Company Status.
None of the Company, the Borrower or any of its Subsidiaries is an “investment company” as defined in, or subject to
regulation under, the Investment Company Act of 1940.


 


SECTION 3.09. Taxes. Each of the
Company, the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested
in good faith by appropriate proceedings and for which the Company, the Borrower or such Subsidiary, as applicable, has set aside
on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably
be expected to result in a Material Adverse Effect.


 


SECTION 3.10. ERISA. None of the
Company or any of its subsidiaries or any of their respective ERISA Affiliates (i) maintains, contributes to or has any obligation
with respect to, or during the preceding five plan years has maintained, contributed to or had any obligation with respect to,
any Plan or (ii) has any liability to the PBGC, the Internal Revenue Service or any trust established under Title IV of ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.11. Disclosure. Neither
the Information Memorandum nor any of the other written reports, financial statements, certificates or other written information
furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this
Agreement or delivered hereunder (as modified or supplemented by other written information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading in any material respect; provided that, with respect to projected financial information
and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time, it being understood that projections as to future events and forward looking statements
are not viewed as facts and that the actual results may vary from such projections or forward looking statements and such variances
may be material.


 


SECTION 3.12. Anti-Corruption Laws and
Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the
Company, the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws
and applicable Sanctions, and the Company, the Borrower, its Subsidiaries and their respective officers and employees and to the
knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all
material respects. None of (a) the Company, the Borrower, any Subsidiary or, to the knowledge of the Company, the Borrower or such
Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the
Company, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facilities
established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other Transaction will
violate Anti-Corruption Laws or applicable Sanctions.


 




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SECTION 3.13. Federal Reserve Board Regulations.
None of the Loan Parties is engaged or will engage, principally or as one of its important activities, in the business of extending
credit for the purposes of “purchasing” or “carrying” any “Margin Stock” within the respective
meanings of such terms under Regulations U, T and X of the Board. No part of the proceeds of the Loans will be used for “purchasing”
or “carrying” “Margin Stock” as so defined for any purpose which violates, or which would be inconsistent
with, the provisions of, any applicable laws or regulations of any Governmental Authority (including, without limitation, the Regulations
of the Board).


 


SECTION 3.14. Subsidiaries. As of
the Effective Date, (a) Schedule 3.14 sets forth the name and jurisdiction of incorporation of each material Subsidiary
(other than Excluded Subsidiaries) and material Investment Affiliate of the Borrower and (b) except as disclosed on Schedule
3.14, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature
relating to any Equity Interests owned by the Borrower or any Subsidiary in any Subsidiary or Investment Affiliate.


 


SECTION 3.15. Solvency. The Loan
Parties, taken as a whole, are, and after giving effect to the incurrence of all Loans and Obligations being incurred in connection
herewith will be, Solvent.


 


SECTION 3.16. REIT Status.
The Company (i) is a REIT, (ii) has not revoked its election to be a REIT, (iii) has not engaged in any “prohibited transactions”
as defined in Section 857(b)(6)(B)(iii) of the Code (or any successor provision thereto), and (iv) for its current “tax year”
(as defined in the Code) is, and for all prior tax years subsequent to its election to be a real estate investment trust has been,
entitled to a dividends paid deduction which meets the requirements of Section 857(a) of the Code.


 


SECTION 3.17. Insurance. The Company,
the Borrower and its Subsidiaries maintain (either directly or indirectly by causing its tenants to maintain) insurance on their
material real estate assets with financially sound and reputable insurance companies (or through self insurance provisions), in
such amounts, with such deductibles and covering such properties and risks as is prudent in the reasonable business judgment of
the Borrower.


 


ARTICLE
IV


 


Conditions


 


SECTION 4.01. Effective Date. The
obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective
until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):


 


(a) The Administrative Agent (or its counsel)
shall have received from each party thereto either (i) a counterpart of this Agreement and each other Loan Document signed
on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission
of a signed signature page of this Agreement or such Loan Document) that such party has signed a counterpart of this Agreement
or such Loan Document.


 




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(b) The Administrative Agent shall have
received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Morgan,
Lewis & Bockius LLP, counsel for the Borrower and the other Loan Parties in form and substance reasonably acceptable to the
Administrative Agent and covering such other matters relating to the Borrower, this Agreement or the Transactions as the Required
Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.


 


(c) The Administrative Agent shall have
received the following items from the Borrower:


 


(i) Certificates of good standing
for each Loan Party from the states of organization of such Loan Party, certified by the appropriate governmental officer and dated
not more than thirty (30) days prior to the Effective Date;


 


(ii) Copies of the formation documents
of each Loan Party certified by an officer of such Loan Party, together with all amendments thereto;


 


(iii) Incumbency certificates, executed
by officers of each Loan Party, which shall identify by name and title and bear the signature of the Persons authorized to sign
the Loan Documents on behalf of such Loan Party (and to make borrowings and request other extensions of credit hereunder on behalf
of the Borrower, in the case of the Borrower), upon which certificate the Administrative Agent and the Lenders shall be entitled
to rely until informed of any change in writing by the Borrower;


 


(iv) Copies, certified by a Secretary
or an Assistant Secretary of each Loan Party of the resolutions (and resolutions of other bodies, if any are reasonably deemed
necessary by counsel for the Administrative Agent) authorizing the Transactions, with respect to the Borrower, and the execution,
delivery and performance of the Loan Documents to be executed and delivered by the other Loan Parties;


 


(v) The most recent annual audited
and quarterly unaudited financial statements of the Company and its subsidiaries;


 


(vi) UCC financing statement, judgment,
and tax lien searches with respect to each Loan Party from its state of organization;


 


(vii) If a Borrowing is to be made
on the Effective Date, written money transfer instructions in form and substance reasonably acceptable to the Administrative Agent,
addressed to the Administrative Agent and signed by an officer of the Borrower, together with such other related money transfer
authorizations as the Administrative Agent may have reasonably requested;


 




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(viii) Compliance certificate substantially
in the form of Exhibit E, executed by a Financial Officer of the Borrower, demonstrating compliance with the financial
covenants set forth in Section 6.12 on a pro-forma basis as of the Effective Date based on the financial statements for the fiscal
quarter ended March 31, 2014 and after giving effect to the Transactions (assuming a borrowing of all amounts intended to be borrowed
on the Effective Date and the application of proceeds of such borrowings to the repayment of Indebtedness intended to be repaid
therefrom);


 


(ix) A certificate, dated the Effective
Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions
set forth in paragraphs (a) and (b) of Section 4.02;


 


(x) A satisfactory payoff letter or
other satisfactory evidence that, simultaneously with the initial funding of Loans on the Effective Date, the Borrower shall have
repaid and terminated the Amended and Restated Credit and Guaranty Agreement dated as of September 24, 2013 among the Company,
the Borrower, certain of the Borrower’s Subsidiaries, the lenders party thereto and Deutsche Bank AG New York Branch, as
administrative agent, and all collateral granted thereunder shall have been released; and


 


(xi) Satisfactory evidence that, simultaneously
with the initial funding of Loans on the Effective Date, the Borrower shall have purchased the remaining equity interests in the
joint venture with Affiliates of Garrison Investment Group and all of the outstanding Indebtedness of such joint venture shall
have been repaid in full and all collateral granted in connection therewith shall have been released.


 


(d) The Administrative Agent shall have
received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced on or
before the date hereof, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower
hereunder.


 


(e) The Administrative Agent and the Lenders
shall have received all documentation and other information about the Loan Parties as shall have been reasonably requested by the
Administrative Agent or such Lender that it shall have reasonably determined is required by regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.


 


The Administrative Agent shall notify the Borrower and the Lenders
of the Effective Date, and such notice shall be conclusive and binding.


 


SECTION 4.02. Each Credit Event.
The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or
extend any Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a) The representations and warranties of
the Borrower set forth in this Agreement shall be true and correct in all material respects (other than any representation or warranty
qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct
in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter
of Credit, as applicable (except to the extent that any such representation and warranty expressly relates to an earlier date,
in which case such representation and warranty shall be true and correct as of such earlier date).


 




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(b) At the time of and immediately after
giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default
or Event of Default shall have occurred and be continuing.


 


Each Borrowing and each issuance, amendment, renewal or extension
of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the
matters specified in paragraphs (a) and (b) of this Section.


 


ARTICLE
V


 


Affirmative Covenants


 


Until the Commitments have expired or been
terminated and the principal of and interest on each Loan and all fees and other Obligations payable hereunder shall have been
paid in full (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been
made) and all Letters of Credit shall have expired or terminated or been cancelled, in each case, without any pending draw, and
all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:


 


SECTION 5.01. Financial Statements; Ratings
Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender, including their Public-Siders:


 


(a) within 90 days after the end of each
fiscal year of the Company, its audited consolidated balance sheet and related statements of operations, stockholders’ equity
and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures as of the end of
and for the previous fiscal year, all reported on by Ernst & Young or other independent public accountants of recognized national
standing (without a “going concern” or like qualification, commentary or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material
respects the financial condition and results of operations of the Company and its consolidated subsidiaries on a consolidated basis
in accordance with GAAP consistently applied;


 


(b) within 45 days after the end of each
of the first three fiscal quarters of each fiscal year of the Company, its unaudited consolidated balance sheet and related unaudited
statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed
portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods
of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers
as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated
subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments
and the absence of footnotes;


 




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(c) Subject to Section 9.14, the Company
further agrees to clearly label the financial statements described in clauses (a) and (b) (collectively, “Financial
Statements”) with a notice stating: “Confidential Financial Statements to be Provided to All Lenders, Including
Public-Siders” before delivering them to the Administrative Agent.


 


(d) concurrently with any delivery of financial
statements under clause (a) or (b) above, a compliance certificate in the form attached hereto as Exhibit E signed by a
Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying
the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed
calculations demonstrating compliance with Sections 6.04 and 6.12, together with any updates to Schedules EGL,
ES and 3.05 and financial reporting to support the financial covenant calculations and (iii) stating whether any
change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04
and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;


 


(e) concurrently with any delivery of financial
statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether
they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may
be limited to the extent required by accounting rules or guidelines);


 


(f) promptly after the same become publicly
available, copies of all periodic and other reports, proxy statements and other materials filed by the Company or any of its Subsidiaries
with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission,
or with any national securities exchange, as the case may be; provided, that any statements, reports, notices, press releases or
other information referred to in this Section 5.01(f) that are either (x) filed with any securities exchange or with the Securities
and Exchange Commission or any governmental or private regulatory authority and publicly available or (y) available to the public
on the Company’s web site shall be deemed delivered to the Administrative Agent hereunder.


 


(g) promptly after Moody’s, S&P
or Fitch shall have announced a change in the rating established or deemed to have been established for the Index Debt, written
notice of such rating change; and


 


(h) promptly following any request therefor,
such other information regarding the operations, business affairs and financial condition of the Company, the Borrower or any Subsidiary,
or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.


 


SECTION 5.02. Notices of Material Events.
The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:


 


(a) the occurrence of any Default;


 


(b) the filing or commencement of any action,
suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party that, if adversely
determined, could reasonably be expected to result in a Material Adverse Effect;


 




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(c) the occurrence of any ERISA Event that,
alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower
and its Subsidiaries in an aggregate amount exceeding $500,000; and


 


(d) any other development that results in,
or could reasonably be expected to result in, a Material Adverse Effect.


 


Each notice delivered under this Section shall be accompanied
by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect thereto.


 


SECTION 5.03. Existence; Conduct of Business;
REIT Status. The Borrower will, and will cause the Company and each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges
and franchises except in cases (other than the maintenance of the legal existence of any Loan Party) where failure to do so could
not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.03. The Borrower shall cause the Company to maintain its
REIT status under the Code. The Borrower shall cause the Company to own substantially all of its properties and assets and conduct
substantially all of its business activities through the Borrower and its Subsidiaries.


 


SECTION 5.04. Payment of Obligations.
The Borrower will, and will cause the Company and each of its Subsidiaries to, pay its obligations, including Tax liabilities,
that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where
(a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower, the
Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the
failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 5.05. Maintenance of Properties;
Insurance. The Borrower will, and will cause the Company and each of its Subsidiaries to, (a) keep and maintain all property
material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain
(either directly or indirectly by causing its tenants to maintain), with financially sound and reputable insurance companies, insurance
in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating
in the same or similar locations.


 


SECTION 5.06. Books and Records; Inspection
Rights. The Borrower will, and will cause the Company and each of its Subsidiaries to, keep proper books of record and account
in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The
Borrower will, and will cause the Company and each of its Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books
and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable
times and as often as reasonably requested.


 




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SECTION 5.07. Compliance with Laws.
The Borrower will, and will cause the Company and each of its Subsidiaries to, comply with all laws, rules, regulations and orders
of any Governmental Authority applicable to it or its property (including Environmental Laws), except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain
in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective
directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


SECTION 5.08. Use of Proceeds and Letters
of Credit. The proceeds of the Loans will be used only for, and the Letters of Credit will be issued only to support, property
acquisitions, repayment of other Indebtedness, capital expenditures and other general corporate purposes of the Borrower and its
Subsidiaries (other than CDO Subsidiaries) in the ordinary course of business. No part of the proceeds of any Loan will be used,
whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations
T, U and X. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure
that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any
Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving
of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing
or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C)
in any manner that would result in the violation of any Sanctions applicable to any party hereto.


 


SECTION 5.09. Accuracy Of Information.
The Borrower will ensure that any information, including financial statements or other documents, furnished to the Administrative
Agent or the Lenders in connection with this Agreement or any amendment or modification hereof or waiver hereunder contains no
material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading in any material respect, and the furnishing of such information shall
be deemed to be representation and warranty by the Borrower on the date thereof as to the matters specified in this Section 5.09.


 


SECTION 5.10. Notices of Asset Sales,
Encumbrances or Dispositions. The Borrower shall deliver to the Administrative Agent and the Lenders written notice not less
than two (2) Business Days prior to a sale, encumbrance with a Lien to secure Indebtedness or other transfer of (x) any Unencumbered
Property or (y) any other Real Estate Asset, in each case for consideration in excess of $10,000,000 and which is permitted by
this Agreement. In addition, simultaneously with delivery of any such notice, the Borrower shall deliver to the Administrative
Agent (A) a certificate of an Authorized Officer of the Borrower certifying that no Default or Event of Default (including any
non-compliance with the financial covenants contained herein) has occurred and is continuing or would occur on a pro forma basis
after giving effect to the proposed sale, encumbrance or other transfer, which certificate shall include calculations in reasonable
detail demonstrating compliance with the financial covenants on a pro-forma basis, including as to the calculation of Unencumbered
Asset Value and (B) an updated schedule of all Unencumbered Properties.


 




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To the extent such proposed transaction
would result in a Default or an Event of Default, the Borrower shall apply the proceeds of such transaction (together with such
additional amounts as may be required), to prepay the Obligations in an amount, as determined by the Administrative Agent, equal
to that which would be required to reduce the Obligations so that no Default or Event of Default would exist.


 


If such proposed transaction is permitted
hereunder, upon request of the Borrower, the Administrative Agent shall, at the Borrower’s expense, take all such action
reasonably requested by the Borrower to release the guarantee obligations under the Subsidiary Guaranty of any Subsidiary that
owns or ground-leases the Real Estate Asset being sold, encumbered or transferred.


 


SECTION 5.11. Additional Guarantors;
Additional Unencumbered Properties. (a) Unless such Subsidiary is not required to become a Subsidiary Guarantor pursuant to
Section 5.12, with respect to any new Material Subsidiary created or acquired after the Effective Date (which, for the purposes
of this paragraph (a), shall include any existing Material Subsidiary that ceases to be an Excluded Subsidiary), within the time
period required by Section 5.11(d) below, cause such new Material Subsidiary (A) to become a party to the Subsidiary Guaranty
and (B) to deliver to the Administrative Agent those items that were delivered by each Subsidiary Guarantor on the Effective Date
pursuant to Section 4.01.


 


(b) Upon the addition of any new Real Estate
Asset as an Unencumbered Property after the Effective Date, within the time period required by Section 5.11(d) below, the Borrower
shall deliver to the Administrative Agent (a) a certificate of an Authorized Officer of the Borrower certifying that such Real
Estate Asset satisfies the eligibility criteria set forth in the definition of “Unencumbered Property”, and certifying
as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition of such Real Estate Asset
as an Unencumbered Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including
as to the calculation of Unencumbered Asset Value, and (b) updated Schedule 3.05 of all Unencumbered Properties. From and
after the date of delivery of such certificate and schedule and so long as such Real Estate Asset continues to satisfy the eligibility
criteria set forth in the definition of “Unencumbered Property”, such Real Estate Asset shall be treated as a Unencumbered
Property hereunder.


 


(c) Upon the inclusion of any new Mortgage
Note in the computation of Unencumbered Asset Value, within the time period required by Section 5.11(d) below, the Borrower shall
deliver to the Administrative Agent an updated schedule of all Mortgage Notes included in the computation of Unencumbered Asset
Value.


 


(d) The Borrower shall deliver the items
described in and required by clauses (a), (b) and (c) above on or before the fifteenth (15th) day of the month following the month
in which such Subsidiary Guarantor, Unencumbered Property or Mortgage Note was created, acquired or added. Thereafter, the Borrower
will, and will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further
instruments and documents as the Lenders or the Administrative Agent shall reasonably request to carry out to their satisfaction
the Transactions.


 




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SECTION 5.12. Releases of Guaranties.
(a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby
irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by
Section 9.02) to take any action requested by the Borrower having the effect of releasing any guarantee obligations (i)
to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented
to in accordance with Section 9.02 or (ii) under the circumstances described in paragraphs (b) and (c) below.


 


(b) At such time as the Loans and the other
Obligations shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the
Guarantors shall be released from their obligations under the Guaranties (other than those expressly stated to survive such termination),
all without delivery of any instrument or performance of any act by any Person.


 


(c) If the Borrower achieves two (2) Investment
Grade Ratings, the Subsidiary Guarantors shall be released from their obligations under the Subsidiary Guaranty (other than those
expressly stated to survive such termination) and the Material Subsidiaries of the Borrower shall not be required to provide a
Subsidiary Guaranty, except that any Subsidiary of the Borrower that (x) owns or ground leases any Real Estate Asset that qualifies
as an Unencumbered Property or owns any Mortgage Note that is included in the computation of Unencumbered Asset Value and (y) is
liable for any Recourse Indebtedness (whether secured or unsecured, and including any guarantee obligations in respect of indentures
or otherwise) shall nonetheless be required to be a Subsidiary Guarantor and to provide a Subsidiary Guaranty in order for each
Real Estate Asset owned or ground leased by such Subsidiary to be treated as an Unencumbered Property and each Mortgage Note owned
by such Subsidiary to be included in the computation of Unencumbered Asset Value.


 


ARTICLE
VI



Negative Covenants


 


Until the Commitments have expired or terminated
and the principal of and interest on each Loan and all fees and other Obligations payable hereunder have been paid in full (other
than indemnities and other contingent obligations not then due and payable and as to which no claim has been made) and all Letters
of Credit shall have expired or terminated or been cancelled, in each case, without any pending draw, and all LC Disbursements
shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:


 


SECTION 6.01. Indebtedness. The Borrower
will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness that will cause a breach
of the financial covenants set forth in Section 6.12 or otherwise cause a Default or Event of Default.


 




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SECTION 6.02. Liens. The Borrower
will not, and will not permit the Company or any Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, except:


 


(a) Permitted Encumbrances;


 


(b) Liens securing Secured Indebtedness,
the incurrence of which will not cause a breach of the financial covenants set forth in Section 6.12; and


 


(c) other Liens on a property which is not
an Unencumbered Property, so long as such Liens would not have a Material Adverse Effect or constitute or result in a Default or
an Event of Default under this Agreement.


 


Notwithstanding the foregoing provisions of this Section 6.02,
the failure of any Unencumbered Property to comply with the requirements set forth in the definition of “Unencumbered Property”
shall result in such Unencumbered Property’s no longer qualifying as Unencumbered Property under this Agreement, but such
disqualification shall not by itself constitute a Default or Event of Default, unless such non-qualification otherwise constitutes
or results in a Default or Event of Default.


 


SECTION 6.03. Fundamental Changes; Changes
in Business; Asset Sales. (a) The Borrower will not, and will not permit the Company or any Subsidiary to, merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose
of (in one transaction or in a series of transactions) all or substantially all of its assets, (including all or substantially
all of the Equity Interests in any of its Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or
dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be
continuing (i) any Person may merge into the Company or the Borrower in a transaction in which the Company or the Borrower
is the surviving entity, (ii) any Person may merge into any Subsidiary in a transaction in which the surviving entity is a
Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another
Subsidiary and (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose
of its assets to another Person if (x) the Borrower determines in good faith that such liquidation, dissolution, merger or disposition
is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (y) no Default or Event of Default
has occurred and is continuing, or would occur after giving effect thereto.


 


(b) The Borrower will not, and will not
permit the Company or any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type
conducted by the Company, the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably
related thereto.


 


(c) The Borrower will not, and will not
permit the Company or any Subsidiary to, sell, encumber, transfer or otherwise dispose of any asset unless the Borrower complies
with Section 5.10 to the extent applicable, and after giving effect thereto the Borrower is in compliance with the financial covenants
set forth in Section 6.12 and no other Default or Event of Default exists or would result therefrom.


 




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SECTION 6.04. Investments. (a) The
Borrower will not, and will not permit the Company or any Subsidiary to, make or permit to exist any investment in any of the following
categories of assets at any time in excess of the specified percentage of Total Asset Value set forth in the following table:


 


		 	Category of Investment	 	Maximum Percentage of

    Total Asset Value	 
	 	 	 	 	 	 
	(a)	 	Investment Affiliates (excluding any investments in CDOs that exist on the Effective Date)	 	 	10	%
	 	 	 	 	 	 	 
	(b)	 	Real Estate Assets that are not office, industrial and/or retail properties	 	 	10	%
	 	 	 	 	 	 	 
	(c)	 	Development Properties	 	 	5	%
	 	 	 	 	 	 	 
	(d)	 	Unimproved land that is not a Development Property	 	 	5	%
	 	 	 	 	 	 	 
	(e)	 	Mortgage Notes	 	 	5	%
	 	 	 	 	 	 	 
	(f)	 	All assets described in clauses (a) through (e) above, in the aggregate	 	 	20	%



 


(b) The Borrower will not, and will not
permit the Company or any Subsidiary to, make any additional investments in CDOs after the Effective Date. The Borrower will not
permit any of the CDO Subsidiaries to create, incur, assume or permit to exist any Indebtedness other than Indebtedness existing
on the date hereof and other Indebtedness, in each case, with respect to which none of the Company, the Borrower or any of its
Material Subsidiaries has any repayment liability.


 


SECTION 6.05. Swap Agreements. The
Borrower will not, and will not permit the Company or any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap
Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than those
in respect of Equity Interests of the Company, the Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into
in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from fixed to floating rates, from
one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower
or any Subsidiary.


 


SECTION 6.06. Restricted Payments.
If a Default or an Event of Default has occurred and is continuing, the Borrower will not declare or make, or agree to pay or make,
directly or indirectly, any Restricted Payment, except the Borrower may make Restricted Payments to the Company for any fiscal
year of the Company in an amount equal to the amount required to be distributed by the Company to its shareholders with respect
to such fiscal year in order to maintain REIT status of the Company and its subsidiaries that are REITS and avoid entity-level
and excise taxes.


 




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SECTION 6.07. Transactions with Affiliates.
The Borrower will not, and will not permit the Company or any of its Subsidiaries to, sell, lease or otherwise transfer any property
or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions
with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less
favorable to the Company, the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated
third parties, (b) transactions between or among the Borrower and its Subsidiaries not involving any other Affiliate, (c)
payment of compensation and benefits arising out of employment and consulting relationships in the ordinary course of business
and (d) any Restricted Payment permitted by Section 6.06.


 


SECTION 6.08. Restrictive Agreements.
The Borrower will not, and will not permit the Company or any of its Subsidiaries to, directly or indirectly, enter into, incur
or permit to exist any agreement or other arrangement that (a) contains a Negative Pledge or (b) prohibits, restricts or imposes
any condition upon the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital
stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to guarantee Indebtedness of the Borrower
or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by
law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified
on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition),
(iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale
of a Subsidiary or assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that
are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions or conditions apply
only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions
in leases and other contracts restricting the assignment or transfer thereof, and (vi)  the foregoing shall not apply to customary
provisions in joint venture agreements with respect to a Joint Venture restricting the transfer or encumbrance of Equity Interests
in such Joint Venture or the assets owned by such Joint Venture.


 


SECTION 6.09. Sale and Leaseback.
The Borrower will not, and will not permit the Company or any Subsidiary to, enter into any arrangement, directly or indirectly,
whereby the Company, the Borrower or such Subsidiary shall sell or transfer any property owned by it in order then or thereafter
to lease such property or lease other property that the Company, the Borrower or such Subsidiary intends to use for substantially
the same purpose as the property being sold or transferred.


 


SECTION 6.10. Changes in Fiscal Periods.
The Borrower will not (i) permit the fiscal years of the Company, and the Borrower and its Subsidiaries to end on a day other than
December 31 or (ii) change the Company’s, the Borrower’s or its Subsidiaries’ method of determining fiscal quarters.


 




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SECTION 6.11. Payments and Modifications
of Subordinate Debt. The Borrower will not, and will not permit the Company or any Subsidiary to, make or offer to make any
payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds (whether scheduled
or voluntary) with respect to principal or interest on any Indebtedness which is subordinate to the Obligations if a Default or
an Event of Default has occurred and is continuing or would result therefrom.


 


SECTION 6.12. Financial Covenants.
The Borrower will not at any time permit:


 


(a) Total Leverage Ratio. The ratio
of Total Indebtedness to Total Asset Value to exceed 60%; provided that such ratio may exceed 60% in order to permit the Borrower
to consummate a Major Acquisition so long as (i) such ratio does not exceed 60% as of the end of more than two (2) consecutive
fiscal quarters in any fiscal year and (ii) such ratio does not exceed 65% as of any such date of determination.


 


(b) Secured Leverage Ratio. The ratio
of the aggregate amount of all Secured Indebtedness to Total Asset Value to exceed 40%.


 


(c) Fixed Charge Coverage Ratio.
For (a) the period of two consecutive fiscal quarters ending June 30, 2014, (b) the period of three consecutive fiscal quarters
ending September 30, 2014 and (c) any period of four consecutive fiscal quarters ending after September 30, 2014, the ratio of
Consolidated EBITDA for such period to Consolidated Fixed Charges for such period to be less than 1.50 to 1.0.


 


(d) Consolidated Adjusted Net Worth.
Consolidated Tangible Net Worth to be less than the sum of (i) $367,038,000 plus (ii) 75% of net cash proceeds from issuances of
Equity Interests by the Company and its subsidiaries to third parties after the Effective Date.


 


(e) Unsecured Leverage Ratio. The
ratio of Unsecured Indebtedness to Unencumbered Asset Value to exceed 60%; provided that such ratio may exceed 60% in order to
permit the Borrower to consummate a Major Acquisition so long as (i) such ratio does not exceed 60% as of the end of more than
two (2) consecutive fiscal quarters in any fiscal year and (ii) such ratio does not exceed 65% as of any such date of determination.


 


(f) Unsecured Interest Coverage Ratio.
The ratio of Unencumbered Adjusted Net Operating Income for any period of four consecutive fiscal quarters of the Company to Unsecured
Interest Expense for such period to be less than 2.0 to 1.0.


 


(g) Minimum Unencumbered Asset Value.
Unencumbered Asset Value to be less than $400,000,000.


 


(h) Minimum Occupancy Rate. The Occupancy
Rate for all Unencumbered Properties on an aggregate basis to be less than 85%.


 


(i) Minimum Portfolio Lease Term.
The weighted average remaining tenant lease term for all Unencumbered Properties on an aggregate basis to be less than 5 years.


 




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ARTICLE
VII


 


Events of Default


 


If any of the following events (“Events
of Default”) shall occur:


 


(a) the Borrower shall fail to pay any principal
of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable,
whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b) the Borrower shall fail to pay any interest
on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this
Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5)
days;


 


(c) any representation or warranty made
or deemed made by or on behalf of the Company, the Borrower or any Subsidiary in or in connection with this Agreement and the other
Loan Documents or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification
hereof or waiver hereunder, shall prove to have been incorrect in any material respect when made or deemed made or when furnished;


 


(d) the Borrower shall fail to observe or
perform any covenant, condition or agreement contained in Section 5.02(a), Section 5.03 (with respect to the Borrower’s
existence) or Section 5.08 or in Article VI;


 


(e) the Company, the Borrower or any Subsidiary
shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document (other
than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of thirty
(30) days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any
Lender);


 


(f) the Company, the Borrower or any Subsidiary
shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness,
when and as the same shall become due and payable;


 


(g) any event or condition occurs that results
in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving
of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their
behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof,
prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due
as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;


 




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(h) an involuntary proceeding shall be commenced
or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Company,
the Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Company, the Borrower or any Material Subsidiary or for a substantial
part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree
approving or ordering any of the foregoing shall be entered;


 


(i) the Company, the Borrower or any Material
Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h)
of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for the Company, the Borrower or any Material Subsidiary or for a substantial part of its assets, (iv) file
an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment
for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;


 


(j) the Company, the Borrower or any Material
Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;


 


(k) one or more judgments for the payment
of money in an aggregate amount in excess of $20,000,000 shall be rendered against the Company, the Borrower, any Subsidiary (other
than CDO Subsidiaries) or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive
days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach
or levy upon any assets of the Company, the Borrower or any such Subsidiary to enforce any such judgment, which action is not stayed
or bonded pending appeal;


 


(l) an ERISA Event shall have occurred that,
in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be
expected to result in liability of the Company, the Borrower and its Subsidiaries in an aggregate amount exceeding $20,000,000;
or


 


(m) the Borrower or any other Loan Party
shall disavow, revoke or terminate (or attempt to terminate) 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
this Agreement, a Guaranty or any other Loan Document; or this Agreement, a Guaranty or any other Loan Document shall cease to
be in full force and effect (except as a result of the express terms thereof);


 




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(n) a Change in Control shall occur;


 


then, and in every such event (other than an event with respect
to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such
event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments
shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which
case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal
of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause
(h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrower.


 


In the event that following the occurrence or during the continuance
of any Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the
enforcement of any the Loan Documents, such monies shall be distributed for application as follows:


 


(a) First, to the payment of, or
(as the case may be) the reimbursement of the Administrative Agent for or in respect of, all reasonable costs, expenses, disbursements
and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies
by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights,
remedies, powers and privileges of the Administrative Agent under this Agreement or any of the other Loan Documents or in support
of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have,
priority over the rights of the Administrative Agent to such monies;


 


(b) Second, to pay any fees or expense
reimbursements then due to the Lenders from the Loan Parties;


 


(c) Third, to pay interest then due
and payable on the Loans and unreimbursed LC Disbursements ratably;


 


(d) Fourth, to prepay principal on
the Loans and unreimbursed LC Disbursements ratably;


 


(e) Fifth, to pay an amount to the
Administrative Agent equal to one hundred two percent (102%) of the aggregate undrawn face amount of all outstanding Letters of
Credit and the aggregate amount of any unreimbursed LC Disbursements, to be held as cash collateral for such Obligations;


 


(f) Sixth, to payment of any amounts
owing with respect to indemnification provisions of the Loan Documents;


 


(g) Seventh, to the payment of any
other Obligation due to the Administrative Agent or any Lender; and


 


(h) Eighth, to the Borrower or whoever may be legally
entitled thereto.









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ARTICLE
VIII


 


The
Administrative Agent


 


Each of the
Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms
hereof, together with such actions and powers as are reasonably incidental thereto.


 


The bank serving
as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from,
lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if
it were not the Administrative Agent hereunder.


 


The Administrative
Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative
Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth herein,
the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information
relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative
Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct.
The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given
to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement,
(ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.


 


The Administrative
Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.
The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel
(who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 




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The Administrative
Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed
by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply
to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as
Administrative Agent.


 


Subject to the
appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign
at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall
have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance
of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall
be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative
Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Administrative Agent.


 


Each Lender
acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments
in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial
loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without
reliance upon the Administrative Agent or any other Lender and based on such documents and information (which may contain material,
non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as
it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the
extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder.


 




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ARTICLE
IX


 


Miscellaneous


 


SECTION 9.01.
Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject
to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:


 


(i) if to the
Borrower, to it at c/o Gramercy Property Trust Inc., 521 Fifth Avenue, 30th Floor, New York, NY 10175, Attention of Jon W. Clark
(Telecopy No. 212-297-1090; Email: jclark@gptreit.com;


 


(ii) if to the
Administrative Agent, the Issuing Bank, and/or the Swingline Lender, to JPMorgan Chase Bank, N.A., 10 S. Dearborn, Floor 7, Chicago,
IL 60603,  Fax: 312-385-7101,  Email: cls.reb.chicago@jpmorgan.com, Attention of Yvonne Dixon, with a copy to
JPMorgan Chase Bank, N.A., 270 Park Avenue, 45th Floor, New York 10017, Attention of Rita Lai (Telecopy No. 646-534-6301;
Email: rita.lai@jpmorgan.com); and


 


(iii) if to any
other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


Notices sent by hand or overnight
courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by
facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient,
shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through
Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


 


(b) Notices
and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by using Electronic Systems
pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant
to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or
the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon
the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an
Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address
as described in the foregoing clause (i), of notification that such notice or communication is available and identifying
the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication
is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent
at the opening of business on the next business day for the recipient.


 




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(c) Any party
hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties
hereto.


 


(d) Electronic
Systems.


 


(i) Each Loan
Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available
to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially
similar Electronic System.


 


(ii) Any Electronic
System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as
defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions
in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code
defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower
or the other Loan Parties, any Lender, the Issuing Bank or any other Person or entity for damages of any kind, including, without
limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or
otherwise) arising out of the any Loan Party’s or the Administrative Agent’s transmission of communications through
an Electronic System. “Communications” means, collectively, any notice, demand, communication, information,
document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated
therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications
pursuant to this Section, including through an Electronic System.


 


SECTION 9.02.
Waivers; Amendments. (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising
any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and
the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver
of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless
the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan
or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.


 




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(b) Neither
this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the
Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written
consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon,
or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) except as provided
in Section 2.21, postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date
of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.18(b)
or (c) or the last paragraph of Article VII in a manner that would alter the pro rata sharing of payments required thereby,
without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required
Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify
any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, (vi)
reduce the percentage specified in the definition of “Required Facility Lenders” with respect to any Facility without
the written consent of all Lenders under such Facility, or (vii) release the Company from its obligations under the Guaranty,
or release any of the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty (except as otherwise provided
in Section 5.12), in each case, without the written consent of each Lender; provided further that (w) no agreement
shall amend, modify or waive Section 4.02 without the prior written consent of the Required Facility Lenders under the Revolving
Facility, (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the
Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank
or the Swingline Lender, as the case may be, (y) the consent of the Required Facility Lenders of a Facility shall be required
for any amendment, waiver or modification that adversely affects the rights of such Facility in a manner different than such amendment,
waiver or modification affects the other Facility, and (z) no such agreement shall amend or modify Section 2.20 without the prior
written consent of the Administrative Agent, the Swingline Lender and the Issuing Bank.


 


SECTION 9.03.
Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out of pocket expenses incurred
by the Administrative Agent, the Joint Lead Arrangers and their Affiliates, including the reasonable fees, charges and disbursements
of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the
preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether
or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any
Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender,
in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this
Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses
incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.


 




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(b) The Borrower
shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons
(each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel
for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto
of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor
a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from
any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to
the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Borrower,
its Affiliates, its creditors or any other third Person and whether based on contract, tort or any other theory and regardless
of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available
to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee. This Section 9.03(b)
shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.


 


(c) To the extent
that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline
Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent,
the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against
the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such.


 


(d) To the extent
permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any claim against any other party
hereto on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the
Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this clause (d)
shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or
punitive damages asserted against such Indemnitee by a third party. No Indemnitee referred to in paragraph (b) above shall be
liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents
or the Transactions, except to the extent such damages are determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.


 




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(e) All amounts
due under this Section shall be payable not later than ten (10) days after written demand therefor.


 


SECTION 9.04.
Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted such assignment or transfer by the Borrower without such consent
shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in
accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank
that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b) (i) Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees (other
than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion
of its Commitments, participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld or delayed) of:


 


(A) the Borrower,
provided that, the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written
notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided further
that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund
or, if an Event of Default has occurred and is continuing, any other assignee;


 


(B)
the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of (x)
any Revolving Commitment to an assignee that is a Revolving Lender (other than a Defaulting Lender) immediately prior to giving
effect to such assignment and (y) all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund;


 


(C)
the Issuing Bank, provided that no consent of the Issuing Bank shall be required for an assignment of all or any portion
of a Term Loan; and


 


(D)
the Swingline Lender, provided, that no consent of the Swingline Lender shall be required for an assignment of all or any
portion of a Term Loan.


 


(ii) Assignments
shall be subject to the following additional conditions:


 




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(A)
except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of
the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent) shall not be less than $5,000,000 (or, in the case of a Term Loan, $1,000,000) unless each of the
Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required
if an Event of Default has occurred and is continuing;


 


(B)
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate
part of all the assigning Lender’s rights and obligations in respect of only one Facility;


 


(C)
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee of $3,500; and


 


(D)
the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which
the assignee designates one or more credit contacts at such assignee to whom all syndicate-level information (which may contain
material non-public information about the Loan Parties and their related parties or their respective securities) will be made
available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws,
including Federal and state securities laws.


 


(iii)
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date
specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of this Section.


 


(iv)
The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices
a copy of each Assignment and Assumption 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 and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.


 




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(v)
Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b)
of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein
in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required
to be made by it pursuant to Section 2.05(c), Section 2.06(d), Section 2.06(e), Section 2.07(b), Section 2.18(d) or Section
9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information
therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon.
No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this
paragraph.


 


(c) Any Lender
may, without the consent of the Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations
to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all
or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments
and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged;
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and
(C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations
therein, including the requirements under Section 2.17(f), it being understood that the documentation required under Section 2.17(f)
shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions
of Section 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any
greater payment under Section 2.15 or 2.17, with respect to any participation, than its participating Lender would have been entitled
to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after
the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s
request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.19(b)
with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08
as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were
a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower,
maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)
of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments,
Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure
is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section
5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest
error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 




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(d) Any Lender
may at any time pledge or assign, or grant a security interest in, all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or assignment, or grant of a security interest, to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment, or grant of a security
interest; provided that no such pledge or assignment, or grant of a security interest, shall release a Lender from any
of its obligations hereunder or substitute any such pledgee or assignee or grantee for such Lender as a party hereto.


 


SECTION 9.05.
Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance
of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that
the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation
or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or
any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15,
2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.


 




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SECTION 9.06.
Counterparts; Integration; Effectiveness; Electronic Execution. (a) This Agreement may be executed in counterparts (and
by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to
the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided
in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the
other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 


(b)
Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed
pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery
of a manually executed counterpart of this Agreement. The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to any document
to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic
Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,
as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.


 


SECTION 9.07.
Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction
shall not invalidate such provision in any other jurisdiction.


 


SECTION 9.08.
Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by
such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower
now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made
any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are
in addition to other rights and remedies (including other rights of setoff) which such Lender may have.


 


SECTION 9.09.
Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.


 




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(b) The Borrower
hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court
for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Issuing Bank or any
Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties
in the courts of any jurisdiction.


 


(c) The Borrower
hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.


 


(d) Each party
to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 


SECTION 9.10.
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 9.11.
Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting,
this Agreement.


 




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SECTION 9.12.
Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any
self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable
laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection
with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder, (f) to the extent necessary or desirable to establish, enforce or assert any claims or defenses in connection
with any legal proceeding by or against the Administrative Agent, the Issuing Bank or any Lender, (g) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this Agreement or (ii)  any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (h) with the consent
of the Borrower or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach
of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential
basis from a source other than the Borrower or (iii) is independently developed by the Administrative Agent, the Issuing Bank
or any Lender without use of or reference to the Information. For the purposes of this Section, “Information”
means all information received from the Borrower relating to the Borrower or its business, other than any such information that
is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the
Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information
is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised
the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information.


 


SECTION 9.13.
Material Non-Public Information.


 


(a) EACH
LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN SECTION 9.12(a)) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE
MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT
IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


(b) ALL INFORMATION,
INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE
OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT
THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER
AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION
THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.


 




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SECTION 9.14.
Authorization to Distribute Certain Materials to Public-Siders.


 


(a) If the Borrower
does not file this Agreement with the SEC, then the Borrower hereby authorizes the Administrative Agent to distribute the execution
version of this Agreement and the Loan Documents to all Lenders, including their Public-Siders. The Borrower acknowledges its
understanding that Public-Siders and their firms may be trading in any of the Loan Parties’ respective securities while
in possession of the Loan Documents.


 


(b) The Borrower
represents and warrants that none of the information in the Loan Documents constitutes or contains material non-public information
within the meaning of the federal and state securities laws. To the extent that any of the executed Loan Documents constitutes
at any time a material non-public information within the meaning of the federal and state securities laws after the date hereof,
the Company agrees that it will promptly make such information publicly available by press release or public filing with the SEC.


 


SECTION 9.15.
Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable
to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law
(collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”)
which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable
law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall
be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of
such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until
such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have
been received by such Lender.


 


SECTION 9.16.
USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Patriot Act”) hereby notifies the Borrower and
the Guarantors that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that
identifies the Borrower and the Guarantors, which information includes the name and address of the Borrower and the Guarantors
and other information that will allow such Lender to identify the Borrower and the Guarantors in accordance with the Patriot Act.


 




    	89



    	 



    

 


SECTION 9.17.
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges
and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this
Agreement provided by the Administrative Agent, the Joint Lead Arrangers, and the Lenders are arm’s-length commercial transactions
between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers, and the Lenders,
on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has
deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions
of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Joint Lead Arranger
and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties,
has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any
other Person and (B) neither the Administrative Agent, any Joint Lead Arranger nor any Lender has any obligation to the Borrower
or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein
and in the other Loan Documents; and (iii) the Administrative Agent, the Joint Lead Arrangers and the Lenders and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its
Affiliates, and neither the Administrative Agent, any Joint Lead Arranger, nor any Lender has any obligation to disclose any of
such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases
any claims that it may have against the Administrative Agent, any Joint Lead Arranger or any Lender with respect to any breach
or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 




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


 


	 	GPT PROPERTY TRUST LP
	 	 
	 	By:	Gramercy Property Trust
    Inc., 
	 	 	its general partner


 


	 	By:	/s/ Benjamin P. Harris
	 	 	Name: Benjamin P. Harris
	 	 	Title: President


 


[Signature Page
to GPT Property Trust LP Revolving Credit and Term Loan Agreement]


 




    	 



    	 



    

  


	 	JPMORGAN CHASE BANK, N.A. individually
    and as Administrative Agent,
	 	 	 
	 	By:	/s/ Rita Lai
	 	Name: Rita Lai
	 	Title: Authorized Signer


 


[Signature Page
to GPT Property Trust LP Revolving Credit and Term Loan Agreement]


 






    	 



    	 



    

  


	 	BANK OF AMERICA, N.A.
	 	 	 
	 	By:	/s/ Ann E. Kenzie
	 	Name: Ann E. Kenzie
	 	Title: Senior Vice President


 


[Signature Page to GPT Property
Trust LP Revolving Credit and Term Loan Agreement]


 




    	 



    	 



    

  


	 	Morgan stanley bank, N.A.
	 	 	 
	 	By:	/s/ Michael King
	 	Name: Michael King
	 	Title: Authorized Signatory


 


[Signature
Page to GPT Property Trust LP Revolving Credit and Term Loan Agreement]


 




    	 



    	 



    

 


	 	Royal bank of canada
	 	 	 
	 	By:	/s/ Joshua Freedman
	 	Name: Joshua Freedman
	 	Title: Authorized Signatory


 


[Signature Page to GPT Property
Trust LP Revolving Credit and Term Loan Agreement]


 




    	 



    	 



    

 


	 	the bank of new york mellon
	 	 	 
	 	By:	/s/ Carol Murray
	 	Name: Carol Murray
	 	Title: Managing Director



 


[Signature Page to GPT Property
Trust LP Revolving Credit and Term Loan Agreement]


 



    	 



    	 



    

 


	 	u.s. bank national association
	 	 	 
	 	By:	/s/ David Heller
	 	Name: David Heller
	 	Title: Senior Vice President



 


[Signature Page to GPT Property
Trust LP Revolving Credit and Term Loan Agreement]


 



    	 



    	 



    

 


	 	suntrust bank
	 	 	 
	 	By:	/s/ Michael Kauffman
	 	Name: Michael Kauffman
	 	Title: Senior Vice President



 


[Signature Page to GPT Property
Trust LP Revolving Credit and Term Loan Agreement]


 



    	 



    	 



    

 


	 	the huntington national bank
	 	 	 
	 	By:	/s/ Scott Childs
	 	Name: Scott Childs
	 	Title: Senior Vice President


 


[Signature Page to GPT Property
Trust LP Revolving Credit and Term Loan Agreement]


 




    	 



    	 



    

 


SCHEDULE
CDOS


 


CDO SUBSIDIARIES


 


Gramercy Investment
Trust, a Maryland Real Estate Investment Trust, and Gramercy Investment Trust II, a Maryland Real Estate Investment Trust, together
with any direct or indirect subsidiaries thereof, including without limitation, Gramercy Real Estate CDO 2005-1 LTD, a Cayman
Islands exempt entity, Gramercy Real Estate CDO 2006-1 LTD, a Cayman Islands exempt entity, and Gramercy Real Estate CDO 2007-1
LTD, a Cayman Islands exempt entity.


 




    	 



    	 



    

 


SCHEDULE
EGL


 


ELIGIBLE
GROUND LEASES


 


	Lessor	 	Property Name	 	Address

Line	 	City	 	State	 	Zip	 	Lease Type	 	Portion of

    Property

    Ground

    Leased
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Camelback BOA Center	 	1825 E. Buckeye Road	 	Phoenix	 	AZ	 	85034	 	Ground Lease - Full Site	 	Entire Property Ground Leased Lot 1 & Lot 2
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Catalina - BOA	 	1825 E. Buckeye Road	 	Phoenix	 	AZ	 	85034	 	Ground Lease - Full Site	 	Entire Property Ground Leased from City of Phoenix Lot 1 & Lot
    2
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Maricopa - BOA	 	1825 E. Buckeye Road	 	Phoenix	 	AZ	 	85034	 	Ground Lease - Full Site	 	Entire Property Ground Leased from City of Phoenix Lot 1 & Lot
    2


 




    	 



    	 



    

 


	Lessor	 	Property Name	 	Address

Line	 	City	 	State	 	Zip	 	Lease Type	 	Portion of

    Property

    Ground

    Leased
	GPT GIG BOA PORTFOLIO OWNER LLC	 	McDowell	 	1825 E. Buckeye Road	 	Phoenix	 	AZ	 	85034	 	Ground Lease - Full Site	 	Entire Property Ground Leased from City of Phoenix Lot 1 & Lot
    2
	GPT GIG BOA PORTFOLIO OWNER LLC	 	South Mountain - BOA	 	1825 E. Buckeye Road	 	Phoenix	 	AZ	 	85034	 	Ground Lease - Full Site	 	Entire Property Ground Leased from City of Phoenix Lot 1 & Lot
    2
	GPT GIG BOA PORTFOLIO OWNER LLC	 	South Glenstone-Mn Bldng*	 	2940 S. Glenstone Ave	 	Springfield	 	MO	 	65804	 	Ground Lease - Parking	 	Entire Property Ground Leased Lot 2, Lot 3, Lot 4 & Lot 5


 




    	 



    	 



    

 


SCHEDULE
ES


 


EXCLUDED
SUBSIDIARIES


 


Part (a)
Excluded Subsidiaries (other than CDO Subsidiaries)


 


	Entity	 	Type of Entity	 	Jurisdiction
	First States Investments 801 Market Street Holdings GP, LLC	 	Limited Liability Company	 	Delaware
	First States Investors 5000A, LLC	 	Limited Liability Company	 	Delaware
	First States Management Corp., LP	 	Limited Partnership	 	Delaware
	GFF Stars Management GP LLC	 	Limited Liability Company	 	Delaware
	GKK Management Co. LLC	 	Limited Liability Company	 	Delaware
	GKK Realty Advisors LLC	 	Limited Liability Company	 	Delaware
	GKK Trading Corp.	 	Corporation	 	Delaware
	GPT Allentown Owner LP	 	Limited Partnership	 	Delaware
	GPT Allentown Owner GP LLC	 	Limited Liability Company	 	Delaware
	GPT Ames Owner LLC	 	Limited Liability Company	 	Delaware
	GPT BOA Defeasance Pool Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Buford Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Des Plaines Owner LLC	 	Limited Liability Company	 	Delaware
	GPT GIG BOA Defeasance Pool Holdings LLC	 	Limited Liability Company	 	Delaware
	GPT GIG BOA Portfolio HFS Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Greenwood Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Hutchins Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Lawrence Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Loop 820 Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Mt. Comfort Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Realty Management LP	 	Limited Partnership	 	Delaware
	GPT Realty Management GP LLC	 	Limited Liability Company	 	Delaware
	GPT Waco Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Wilson Owner LP	 	Limited Partnership	 	Delaware
	GPT Wilson Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Yuma Owner LLC	 	Limited Liability Company	 	Delaware
	Gramercy Realty Holdings LLC	 	Limited Liability Company	 	Delaware


 


Part (b)
CDO Subsidiaries


 


Gramercy Investment
Trust, a Maryland Real Estate Investment Trust, and Gramercy Investment Trust II, a Maryland Real Estate Investment Trust, together
with any direct or indirect subsidiaries thereof, including without limitation, Gramercy Real Estate CDO 2005-1 LTD, a Cayman
Islands exempt entity, Gramercy Real Estate CDO 2006-1 LTD, a Cayman Islands exempt entity, and Gramercy Real Estate CDO 2007-1
LTD, a Cayman Islands exempt entity.


 




    	 



    	 



    

 


SCHEDULE
2.01


 


LENDERS;
COMMITMENTS


 


Revolving Commitments


 


	Lender Name	 	Commitment Amount	 
	 	 	 	 
	JPMorgan Chase Bank, N.A.	 	$	32,500,000.00	 
	 	 	 	 	 
	Bank of America, N.A.	 	$	32,500,000.00	 
	 	 	 	 	 
	Morgan Stanley Bank, N.A.	 	$	26,250,000.00	 
	 	 	 	 	 
	Royal Bank of Canada	 	$	26,250,000.00	 
	 	 	 	 	 
	The Bank of New York Mellon	 	$	26,250,000.00	 
	 	 	 	 	 
	U.S. Bank National Association	 	$	26,250,000.00	 
	 	 	 	 	 
	SunTrust Bank	 	$	17,500,000.00	 
	 	 	 	 	 
	The Huntington National Bank	 	$	12,500,000.00	 
	 	 	 	 	 
	TOTAL:	 	$	200,000,000	 



 




    	 



    	 



    

 


Term Loan Commitments


 


	Lender Name	 	Commitment Amount	 
	 	 	 	 
	JPMorgan Chase Bank, N.A.	 	$	32,500,000.00	 
	 	 	 	 	 
	Bank of America, N.A.	 	$	32,500,000.00	 
	 	 	 	 	 
	Morgan Stanley Bank, N.A.	 	$	26,250,000.00	 
	 	 	 	 	 
	Royal Bank of Canada	 	$	26,250,000.00	 
	 	 	 	 	 
	The Bank of New York Mellon	 	$	26,250,000.00	 
	 	 	 	 	 
	U.S. Bank National Association	 	$	26,250,000.00	 
	 	 	 	 	 
	SunTrust Bank	 	$	17,500,000.00	 
	 	 	 	 	 
	The Huntington National Bank	 	$	12,500,000.00	 
	 	 	 	 	 
	TOTAL:	 	$	200,000,000	 



 




    	 



    	 



    

SCHEDULE
3.05


 


UNENCUMBERED
PROPERTIES


 


	Owner	 	Property Name	 	Address Line	 	City	 	State	 	Zip
	GPT AUSTIN OWNER LLC	 	Austin - Angelica Corporation	 	1307 Smith Rd	 	Austin	 	TX	 	78721
	GPT BELLMAWR OWNER LLC	 	Bellmawr - Fedex Philly	 	75 Haag Avenue	 	Bellmawr	 	NJ	 	8031
	GPT CALABASH BRANCH OWNER LP	 	Calabash Branch	 	10267 Beach Drive SW	 	Calabash	 	NC	 	28467
	GPT CHICAGO DEPOT OWNER LLC	 	Chicago - 2555 S Blue Island Avenue	 	2555  South Blue Island Avenue	 	Chicago	 	IL	 	60608
	GPT CHICAGO MANNHEIM OWNER LLC	 	Chicago - 3800 North Mannheim	 	3800 North Mannheim Rd	 	Franklin Park	 	IL	 	60131
	GPT DEER PARK TERMINAL OWNER LLC	 	Deer Park - YRC Terminal	 	50 Burt Drive	 	Deer Park	 	NY	 	11729
	GPT EAST BRUNSWICK TERMINAL OWNER LLC	 	East Brunswick Terminal - Conway	 	50 Edgeboro Road	 	East Brunswick	 	NJ	 	8816
	GPT ELGIN OWNER LLC	 	Elgin – 195 Corporate Drive	 	195 Corporate Drive	 	Elgin	 	IL	 	60123
	GPT ELK GROVE OWNER LLC	 	Elk Grove - Lunt Ave.	 	2401-2501  Lunt Avenue	 	Elk Grove Village	 	IL	 	60007
	GPT ELKRIDGE TERMINAL OWNER LLC	 	Elkridge - New Penn Terminal	 	6351 South Hanover Road	 	Elkridge	 	MD	 	21075


 




    	 



    	 



    

 


	Owner	 	Property Name	 	Address Line	 	City	 	State	 	Zip
	GPT EMMAUS BRANCH OWNER LP	 	Emmaus Branch	 	235 Main Street	 	Emmaus	 	PA	 	18049
	GPT GALESBURG OWNER LLC	 	Galesburg - 1201 Enterprise Avenue	 	1201 Enterprise Ave	 	Galesburg	 	IL	 	61401
	GPT GARLAND OWNER LLC	 	Garland - Apex	 	3000 West Kingsley Road	 	Garland	 	TX	 	75041
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Camelback-Bank Am*	 	1825 E. Buckeye Road	 	Phoenix	 	AZ	 	85034
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Catalina-Bank Ame*	 	1825 E. Buckeye Road	 	Phoenix	 	AZ	 	85034
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Maricopa-Bank Ami*	 	1825 E. Buckeye Road	 	Phoenix	 	AZ	 	85034
	GPT GIG BOA PORTFOLIO OWNER LLC	 	McDowell-Bank Ame*	 	1825 E. Buckeye Road	 	Phoenix	 	AZ	 	85034
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Mesa Main - Main Building	 	63 W. Main Street	 	Mesa	 	AZ	 	85201
	GPT GIG BOA PORTFOLIO OWNER LLC	 	South Mountain*	 	1825 E. Buckeye Road	 	Phoenix	 	AZ	 	85034
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Bixby-Atlantic	 	3804 Atlantic Avenue	 	Long Beach	 	CA	 	90801
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Calwa	 	2611 S. Cedar Avenue	 	Fresno	 	CA	 	93725


 




    	 



    	 



    

 


	Owner	 	Property Name	 	Address Line	 	City	 	State	 	Zip
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Cedar & Shields	 	3435 N. Cedar Avenue	 	Fresno	 	CA	 	93726
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Coronado Branch	 	1199 Orange Avenue	 	Coronado	 	CA	 	92118
	GPT GIG BOA PORTFOLIO OWNER LLC	 	East Baskerfield	 	1201 Baker Street	 	Bakersfield	 	CA	 	93305
	GPT GIG BOA PORTFOLIO OWNER LLC	 	East Compton Brnch	 	518 S. Long Beach Boulevard	 	Compton	 	CA	 	90221
	GPT GIG BOA PORTFOLIO OWNER LLC	 	El Segundo	 	835 N. Sepulveda Boulevard	 	El Segundo	 	CA	 	90245
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Escondido Main	 	220 S. Escondido Blvd.	 	Escondido	 	CA	 	92025
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Fresno Proof/Vault	 	2111 Tuolumme Street	 	Fresno	 	CA	 	93721
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Gardena Main	 	1450 W. Redondo Beach Blvd.	 	Gardena	 	CA	 	90247
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Glendale Main	 	345 N. Brand Blvd.	 	Glendale	 	CA	 	91203
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Inland Empire Cash	 	1275 S. Dupont Avenue	 	Ontario	 	CA	 	91761


 




    	 



    	 



    

 


	Owner	 	Property Name	 	Address Line	 	City	 	State	 	Zip
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Irvine Industrial	 	4101 Mac Arthur Blvd.	 	Newport Beach	 	CA	 	92660
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Lincoln Heights	 	2400 N. Broadway	 	Los Angeles	 	CA	 	90031
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Lynwood Branch	 	3505 E. Imperial Highway	 	Lynwood	 	CA	 	90262
	GPT GIG BOA PORTFOLIO OWNER LLC	 	North Hollywood	 	5025 Lankershim Blvd.	 	North Hollywood	 	CA	 	91601
	GPT GIG BOA PORTFOLIO OWNER LLC	 	North Sacramento	 	1830 Del Paso Blvd.	 	Sacramento	 	CA	 	95815
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Oak Park Branch	 	3810 Broadway	 	Sacramento	 	CA	 	95817
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Pico-Vermont Brnch	 	1232 S. Vermont Blvd.	 	Los Angeles	 	CA	 	90006
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Pomona Main	 	444 S. Garey Avenue	 	Pomona	 	CA	 	91766
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Riverside Main	 	3650 14th Street	 	Riverside	 	CA	 	92501
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Salinas Main Brnch	 	405 Main Street	 	Salinas	 	CA	 	93901


 




    	 



    	 



    

 


	Owner	 	Property Name	 	Address Line	 	City	 	State	 	Zip
	GPT GIG BOA PORTFOLIO OWNER LLC	 	San Bernadino Main	 	303 N. D Street	 	San Bernadino	 	CA	 	92401
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Santa Barbara	 	834 State Street	 	Santa Barbara	 	CA	 	93101
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Santa Maria Branch	 	300 Town Center East	 	Santa Maria	 	CA	 	93454
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Sepulveda-Devonshr	 	10300-10306 Sepul Veda Blvd.	 	Mission Hills	 	CA	 	91345
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Stockdale-Main Building	 	5021 California Avenue	 	Bakersfield	 	CA	 	93309
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Sunnyvale Main	 	444 S. Mathilda Avenue	 	Sunnyvale	 	CA	 	94086
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Torrance Sartori	 	1255 Sartori Avenue	 	Torrance	 	CA	 	90501
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Ventura Main Offic	 	1130 S. Victoria	 	Ventura	 	CA	 	93003
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Willow-Daisy Brnch	 	600 W. Willow Street	 	Long Beach	 	CA	 	90806
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Century Park	 	1000 Century Park Road	 	Tampa	 	FL	 	33607



 


 



    	 



    	 



    




 


	Owner	 	Property Name	 	Address Line	 	City	 	State	 	Zip
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Gulf to Bay - Main Bldng	 	1640 Gulf to Bay Blvd.	 	Clearwater	 	FL	 	33755
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Jacksonville #100	 	9000 Southside Blvd.	 	Jacksonville	 	FL	 	32256
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Jacksonville #200	 	9000 Southside Blvd.	 	Jacksonville	 	FL	 	32256
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Jacksonville #300	 	9000 Southside Blvd.	 	Jacksonville	 	FL	 	32256
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Jacksonville #400	 	9000 Southside Blvd.	 	Jacksonville	 	FL	 	32256
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Jacksonville #500	 	9000 Southside Blvd.	 	Jacksonville	 	FL	 	32256
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Jacksonville #600	 	9000 Southside Blvd.	 	Jacksonville	 	FL	 	32256
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Jacksonville #700	 	9000 Southside Blvd.	 	Jacksonville	 	FL	 	32256
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Jacksonville Daycr	 	9000 Southside Blvd.	 	Jacksonville	 	FL	 	32256
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Jacksonville Garag	 	9000 Southside Blvd.	 	Jacksonville	 	FL	 	32256


 




    	 



    	 



    

 


	Owner	 	Property Name	 	Address Line	 	City	 	State	 	Zip
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Jacksonville Schl	 	9000 Southside Blvd.	 	Jacksonville	 	FL	 	32256
	GPT GIG BOA PORTFOLIO OWNER LLC	 	North Hialeah-Main Bldng	 	1 E. 49th Street	 	Hialeah	 	FL	 	33013
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Port Charlotte-Main Bldng	 	21175 Olean Blvd.	 	Port Charlotte	 	FL	 	33952
	GPT GIG BOA PORTFOLIO OWNER LLC	 	San Jose - Main Building	 	3535 University Blvd. West	 	Jacksonville	 	FL	 	32217
	GPT GIG BOA PORTFOLIO OWNER LLC	 	South Region TPC	 	17100 N.W. 59th Avenue	 	Miami Lakes	 	FL	 	33015
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Westshore Mall	 	100 N. Westshore Blvd.	 	Tampa	 	FL	 	33609
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Bull Street	 	22 Bull Street	 	Savannah	 	GA	 	31401
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Mission Facility	 	9500 Mission Road	 	Overland Park	 	KS	 	66206
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Annapolis Church	 	10 Church Circle	 	Annapolis	 	MD	 	21402
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Highlandtown - BAL	 	3415-3417 Eastern Avenue	 	Baltimore	 	MD	 	21224


 




    	 



    	 



    

 


	Owner	 	Property Name	 	Address Line	 	City	 	State	 	Zip
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Richland Faclty-Mn Bldng	 	112 McClurg Street	 	Richland	 	MO	 	65556
	GPT GIG BOA PORTFOLIO OWNER LLC	 	South Glenstone-Mn Bldng*	 	2940 S. Glenstone Avenue	 	Springfield	 	MO	 	65804
	GPT GIG BOA PORTFOLIO OWNER LLC	 	West Sunshine-Mn Bldng	 	710 W. Sunshine Street	 	Springfield	 	MO	 	65807
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Albuquerque Op Ctr	 	725 6th Street N.W.	 	Albuquerque	 	NM	 	87102
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Carrollton-Mn Bldng	 	1101 S. Josey Lane	 	Carrollton	 	TX	 	75006
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Greenspoint	 	12400 Interstate 45 North	 	Houston	 	TX	 	77060
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Mission - Main Building	 	1101 N. Conway Avenue	 	Mission	 	TX	 	78572
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Bellingham	 	112 E. Holly Street	 	Bellingham	 	WA	 	98255
	GPT GIG BOA PORTFOLIO OWNER LLC	 	Spokane Bankcard	 	1616 S. Rustle Road	 	Spokane	 	WA	 	99224
	GPT HACKS CROSSING OWNER LLC	 	Hacks Crossing - Five Below	 	9105 Hacks Cross Road	 	Olive Branch	 	MS	 	38624


 




    	 



    	 



    

 


	Owner	 	Property Name	 	Address Line	 	City	 	State	 	Zip
	GPT HAMPTON MAIN OWNER LLC	 	Hampton Main	 	4301/4400 Hampton Avenue	 	St. Louis	 	MO	 	63109
	GPT HARRISBURG OWNER LP	 	Harrisburg - Allentown Boulevard	 	8051 Allentown Boulevard	 	Harrisburg	 	PA	 	17112
	GPT HIALEAH GARDENS OWNER LLC	 	Preferred Freezer - Hialeah Gardens	 	13801 N.W. 112th Avenue	 	Hialeah Gardens	 	FL	 	33018
	GPT HOUSTON TERMINAL OWNER LLC	 	Houston - YRC Truck Terminal	 	9415 Wallisville Road	 	Houston	 	TX	 	77013
	GPT MANASSAS WAREHOUSE OWNER LLC	 	Manassas - Owens Drive	 	9101 Owens Drive	 	Manassas	 	VA	 	20111
	GPT MANASSAS WAREHOUSE OWNER LLC	 	Manassus - Euclid Avenue	 	8485 Euclid Avenue	 	Manassas	 	VA	 	20111
	GPT MORELAND AVE OWNER LLC	 	Atlanta Fedex	 	2701 Moreland Avenue	 	Atlanta	 	GA	 	30315
	GPT MORRISTOWN OFFICE OWNER LLC	 	Morristown Office	 	21 South Street	 	Morristown	 	NJ	 	7960
	GPT NASHVILLE OWNER LLC	 	Nashville - Nolensville Pike	 	5880 Nolensville Pike	 	Nashville	 	TN	 	37211
	GPT ORLANDO TERMINAL OWNER LLC	 	Orlando - YRC Truck Terminal	 	1265 LaQuinta Drive	 	Orlando	 	FL	 	32809
	GPT PERU OWNER LLC	 	Peru - 20 Unytite Drive	 	20 Unytite Drive	 	Peru	 	IL	 	61354


 




    	 



    	 



    

 


	Owner	 	Property Name	 	Address Line	 	City	 	State	 	Zip
	GPT SELIG DRIVE OWNER LLC	 	Selig Drive - Kapstone	 	655 Selig Drive	 	Atlanta	 	GA	 	30336
	GPT SWEDESBORO FACILITY OWNER LLC	 	Swedesboro - Albert's Organic	 	1155 Commerce Boulevard	 	Swedesboro	 	NJ	 	8085
	GPT TAMPA ACLINE OWNER LLC	 	Tampa - Acline Boulevard	 	4506 East Acline Boulevard	 	Tampa	 	FL	 	33605
	GPT VERNON OWNER LP	 	Vernon - 5764 Alcoa Avenue	 	5764 Alcoa Ave and 3311 Slauson Ave	 	Vernon	 	CA	 	90058


 


* Eligible
Ground Lease


 




    	 



    	 



    

 


SCHEDULE
3.06


 


DISCLOSED
MATTERS


 


All material Contingent Obligations
disclosed in the financial statements referred to in Section 3.04 of the Agreement.


 




    	 



    	 



    

 


SCHEDULE
3.14


 


SUBSIDIARIES


 


Part (a)
– Material Subsidiaries


 


	Entity	 	Type of Entity	 	Jurisdiction
	GPT Austin Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Bellmawr Owner LLC	 	Limited Liability Company	 	Delaware
	GPT BOA Portfolio Member LLC	 	Limited Liability Company	 	Delaware
	GPT Calabash Branch Owner LP	 	Limited Partnership	 	Delaware
	GPT Calabash Branch Owner GP LLC	 	Limited Liability Company	 	Delaware
	GPT Chicago Depot Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Chicago Mannheim Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Deer Park Terminal Owner LLC	 	Limited Liability Company	 	Delaware
	GPT East Brunswick Terminal Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Elgin Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Elk Grove Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Elkridge Terminal Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Emmaus Branch Owner LP	 	Limited Partnership	 	Delaware
	GPT Emmaus Branch Owner GP LLC	 	Limited Liability Company	 	Delaware
	GPT Galesburg Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Garland Owner LLC	 	Limited Liability Company	 	Delaware
	GPT GIG BOA Portfolio Holdings LLC	 	Limited Liability Company	 	Delaware
	GPT GIG BOA Portfolio Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Hacks Crossing Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Hampton Main Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Harrisburg Owner LP	 	Limited Partnership	 	Delaware
	GPT Harrisburg Owner GP LLC	 	Limited Liability Company	 	Delaware
	GPT Hialeah Gardens Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Houston Terminal Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Manassas Warehouse Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Moreland Ave Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Morristown Office Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Nashville Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Orlando Terminal Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Peru Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Selig Drive Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Swedesboro Facility Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Tampa Acline Owner LLC	 	Limited Liability Company	 	Delaware
	GPT Vernon Owner LP	 	Limited Partnership	 	Delaware
	GPT Vernon Owner LLC	 	Limited Liability Company	 	Delaware




    	 



    	 



    

 


Part (b)
– Material Investment Affiliates


 


	Entity	 	Type of Entity	 	Jurisdiction
	200 Franklin Trust	 	Statutory Trust	 	Delaware


 


Part (c)
– Subscription, Options, Warrants, Call Rights, etc.


 


None.


 




    	 



    	 



    

 


SCHEDULE
6.08


 


EXISTING
RESTRICTIONS


 


None.


 




    	 



    	 



    

 





EXHIBIT A






 


FORM
OF ASSIGNMENT AND ASSUMPTION


 


This
Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth
below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert
name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, restated, extended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably
purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement,
as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights
and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant
thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations
of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans
included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes
of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising
under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred
to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


 


	1.	Assignor:	 	 
	 	 	 
	2.	Assignee:	 	 
	 	 	[and is [a Lender] [an Affiliate/Approved Fund of [identify Lender]1] ]
	 		 
	3.	Borrower:	GPT Property Trust LP
	 	 	 
	4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent
    under the Credit Agreement
	 	 	 
	5.	Credit
Agreement:	The Revolving Credit and Term Loan Agreement dated as of June 9, 2014 among GPT Property Trust LP, the Lenders from
time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders





 


 









1          Select
as applicable.


 




    	 



    	 



    




 


		6.	Assigned Interest:



  


	Facility

    Assigned2	 	Aggregate Amount of

    Commitment/Loans

for all Lenders	 	Amount of

Commitment/Loans

    Assigned	 	Percentage Assigned

of

Commitment/Loans3
	 	 	$	 	$	 	%
	 	 	$	 	$	 	%
	 	 	$	 	$	 	%


  


Effective Date: _____________ ___,
20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]


 


The
Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which
the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public
information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available
and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including
Federal and state securities laws.


 


The terms set forth in this Assignment
and Assumption are hereby agreed to:


 


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Title:


 


	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 	 
	 	By:	 
	 	 	Title:


 





 



2             Fill in the appropriate
terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving
Commitment,” “Term Loan Commitment,” etc.)


3             Set
forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans of all Lenders thereunder.





 




    	 



    	 



    

  


[Consented to and]4
Accepted:


 


	JPMORGAN CHASE BANK, N.A., as	 
	Administrative Agent	 
	 	 
	By	 	 
	 	Title:	 


 


[Consented to:]5


 


	[NAME OF RELEVANT PARTY]	 
	 	 	 
	By	 	 
	Title:	 


 





 






4                To be added only if the consent of the
Administrative Agent is required by the terms of the Credit Agreement.


5                To be added only if the consent of the Borrower
and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.


  




    	 



    	 



    

 


ANNEX
1 


 


STANDARD
TERMS AND CONDITIONS FOR


 ASSIGNMENT
AND ASSUMPTION


 


1. Representations
and Warranties.


 


1.1
Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest,
(ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim created by the Assignor, (iii) it
has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with
respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any collateral thereunder, (iii)
the financial condition of the Company, the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect
of the Credit Agreement or (iv) the performance or observance by the Company, the Borrower, any of its Subsidiaries or Affiliates
or any other Person of any of their respective obligations under the Credit Agreement.


 


1.2.
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to
be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it
shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall
have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the
most recent financial statements referred to in Section 3.04 thereof or delivered pursuant to Section 5.01 thereof, as applicable,
and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision
independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and (v) attached to the Assignment
and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent,
the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue
to make its own credit decisions in taking or not taking action under the Agreement, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Agreement are required to be performed by it as a Lender.


 


2.
Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to
but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.


 




    	 



    	 



    

 


3.
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. Acceptance and adoption of the terms of
this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed
counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed
in accordance with, the law of the State of New York.


 




    	 



    	 



    

 


EXHIBIT
B


 


FORM
OF BORROWING REQUEST


 


Date: ____________,
201_


 


To:JPMorgan Chase Bank, N.A.,
as Administrative Agent


 


Ladies and Gentlemen:


 


Reference
is made to that certain Revolving Credit and Term Loan Agreement, dated as of June 9, 2014 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being
used herein as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”),
the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative
Agent”).


 


The undersigned
hereby requests (select one):


 


	 	 ̈	A Borrowing of Revolving Loans
	 	 	 	 
	 	 	1.	On [___________], 201_ (the “Borrowing Date”)1.
	 	 	 	 
	 	 	2.	In the principal amount of $ _____________.2
	 	 	 	 
	 	 	3.	Comprised of [Eurodollar Borrowing][ABR Borrowing].
	 	 	 	 
	 	 	4.	For Eurodollar Borrowings: with an Interest Period of ___ months.
	 	 	 	 
	 	 	5.	To be wired to the following account in accordance with Section 2.07 of the Credit Agreement:
    [Location] [Name] [Account Number].
	 	 	 	 
	 	 ̈	A Borrowing of Term Loans
	 	 	 	 
	 	 	1.	On [___________], 201_ (the “Borrowing Date”)3.
	 	 	 	 
	 	 	2.	In the principal amount of $ _____________.4
	 	 	 	 
	 	 	3.	Comprised of [Eurodollar Borrowing][ABR Borrowing].
	 	 	 	 
	 	 	4.	For Eurodollar Borrowings: with an Interest Period of ___ months.


 


 









1 The Borrowing Date
must be a Business Day.


2 Subject to the exceptions set forth in Section 2.02(c) of the Credit Agreement, (1) any
Borrowing of Eurodollar Loans must be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess of
that amount and (2) any Borrowing of ABR Loans must be in a principal amount of $1,000,000 or a whole multiple of $500,000 in
excess of that amount.


3 The Borrowing Date must be a Business Day.


4 Subject to the exceptions set forth in Section 2.02(c) of the Credit Agreement, (1) any
Borrowing of Eurodollar Loans must be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess of
that amount and (2) any Borrowing of ABR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in
excess of that amount.


 




    	 



    	 



    

 


	 	 	5.	To be wired to the following account in accordance with Section 2.07 of
    the Credit Agreement: [Location] [Name] [Account Number].
	 	 	 	 
	 	 ̈	A Borrowing of Swingline Loans
	 	 	 	 
	 	 	1.	On [___________], 201_ (the “Borrowing Date”)5.
	 	 	 	 
	 	 	2.	In the amount of $ ____________.6
	 	 	 	 
	 	 ̈	The [issuance][amendment][renewal][extension] of a Letter of Credit
	 	 	 	 
	 	 	1.	On [___________], 201_ (the “Effective Date”)7.
	 	 	 	 
	 	 	2.	With an expiration date of [___________].
	 	 	 	 
	 	 	3.	In the amount of $ .
	 	 	 	 
	 	 	4.	The name and address of the beneficiary is: [______________ ].
	 	 	 	 
	 	 	[5.	The identification number of the Letter of Credit is [______________].]8


 


The
Borrower hereby certifies to the Administrative Agent and the Lenders that as of the [Borrowing Date][Effective Date] and after
giving effect to the requested [Borrowing][issuance, amendment, renewal or extension]:


 


(a)          The
representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects
(other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect” or
similar language, which shall be true and correct in all respects) on and as of the [Borrowing Date][Effective Date] (except to
the extent that any such representation and warranty expressly relates to an earlier date, in which case such representation and
warranty is true and correct as of such earlier date); and


 


(b)          No
Default or Event of Default has occurred and is continuing.


 


If
notice of the requested Borrowing was previously given by telephone, this notice is to be considered the written confirmation
of such telephone notice required by Section 2.03 of the Credit Agreement.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE TO FOLLOW]


 





 






5 The Borrowing Date
must be a Business Day.


6 Any
Borrowing of Swingline Loans must be in a minimum principal amount of [$1,000,000] or a whole multiple of $500,000 in excess
of that amount, or an amount required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e)
of the Credit Agreement.


7 The Effective Date
must be a Business Day.


8 Line 6 to be
included only for an amendment to, or a renewal or extension of, an issued and outstanding Letter of Credit.


  




    	 



    	 



    

 


	 	Borrower
	 	 
	 	GPT PROPERTY TRUST LP
	 	 	 
	 	By:	Gramercy Property Trust Inc., its general partner
	 	 	 
	 	By:	 
	 		Name: 
	 		Title: 


 




    	 



    	 



    

 


EXHIBIT C-1


 


FORM
OF U.S. TAX COMPLIANCE CERTIFICATE


 


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


 


Reference
is made to that certain Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein
as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from
time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”).


 


Pursuant
to the provisions of Section 2.17(f)(ii)(B)(3) of the Credit 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 Code, (iii) it is not a ten percent
shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The
undersigned has furnished the Administrative Agent 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 Administrative Agent, and (2) the undersigned shall have at all
times furnished the Borrower and the Administrative Agent 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 Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 


	[NAME OF LENDER]
	 
	By:	 	 
	 	Name:
	 	Title:


 


Date: ________ __, 201[_]


 




    	 



    	 



    

 


EXHIBIT
C-2 


 


FORM
OF U.S. TAX COMPLIANCE CERTIFICATE


 


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


 


Reference
is made to that certain Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein
as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from
time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”).


 


Pursuant
to the provisions of 2.17(f)(ii)(B)(4) of the Credit 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 Code, (iv) none of its
direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of
the 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 Code.


 


The
undersigned has furnished the Administrative Agent 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-8ECI 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 Administrative Agent, and (2) the undersigned shall have at all times furnished
the Borrower and the Administrative Agent 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 Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 


	[NAME OF LENDER]
	 
	By:	 	 
	 	Name:
	 	Title:


 


Date: ________ __, 201[_]


 




    	Exhibit C-2 - 1



    	 



    

 


EXHIBIT C-3


 


FORM
OF U.S. TAX COMPLIANCE CERTIFICATE


 


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


 


Reference
is made to that certain Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein
as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from
time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”).


 


Pursuant
to the provisions of 2.17(f)(ii)(B)(4) of the Credit 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 Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section
881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section
881(c)(3)(C) of the 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 such Lender in writing, and (2) the undersigned shall have at all times furnished such 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 Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 


	[NAME OF PARTICIPANT]
	 
	By:	 	 
	 	Name:
	 	Title:


 


Date: ________ __, 201[_]


 




    	 



    	 



    

 


EXHIBIT
C-4 


 


FORM
OF U.S. TAX COMPLIANCE CERTIFICATE


 


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


 


Reference
is made to that certain Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein
as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from
time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”).


 


Pursuant
to the provisions of 2.17(f)(ii)(B)(4) of the Credit 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 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 Code, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of the Borrower within the meaning of Section 881(h)(3)(B) of the 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 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-8ECI 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 such Lender and (2) the undersigned shall have at all times furnished such 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 Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 


	[NAME OF PARTICIPANT]
	 
	By:	 	 
	 	Name:
	 	Title:


 


Date: ________ __, 201[_]


 




    	 



    	 



    

 


EXHIBIT D-1


 


FORM OF
REVOLVING LOAN NOTE


 


			$[__________]	[Date]



 


FOR
VALUE RECEIVED, the undersigned, GPT Property Trust LP, a Delaware limited partnership
(the “Borrower”), promises to pay, without offset or counterclaim, to the order of [_________________]
(hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care
of the Administrative Agent to the Administrative Agent’s address at 10 South Dearborn, Chicago, Illinois 60603, or at such
other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [_______________]
Dollars ($[______________]) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the
Borrower pursuant to the Revolving Credit and Term Loan Agreement, dated as of June 9, 2014, among the Lender, the Borrower, the
other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative
Agent”) (as amended, restated, replaced, extended, supplemented or otherwise modified from time to time, the “Credit
Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to
them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit
Agreement shall be applicable to this Note.


 


The
Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof
on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the
terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance
with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note,
together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse
the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated
by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent
in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure
of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower.


 


Payments
of both principal and interest are to be made in the currency in which such Revolving Loan was made and as specified in the Credit
Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement.


 


This
Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other
Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty (subject to
the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The
principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations
of the Borrower.


 






    	 



    	 



    

 


In
case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid
interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement.


 


The
Borrower and all the parties hereto, whether as makers, endorsers, or otherwise, hereby waive presentment for payment, demand
protest and notice of any kind in connection with the delivery, acceptance, performance and enforcement of this Note (except for
notices expressly required by the Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or
other indulgences without notice.


 


THIS
NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


[Signature
Page to Follow]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Borrower has caused this Note to be duly executed in its name as of the date first above written.


 


	 	GPT Property Trust LP
	 	 	 
	 	By:	Gramercy Property Trust Inc., its general partner
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 




    	Exhibit D-1 - 3



    	 



    

 


REVOLVING LOANS
AND PRINCIPAL PAYMENTS


 





	Date	 	Amount of	 	 	 	 	 	 	 	 	 	 
	 	Loan	 	Interest	 	Amount of	 	Unpaid	 	 	 	 
	 	Made	 	Period	 	Principal Repaid	 	Principal Balance	 	 	 	
	 	ABR	 	Eurodollar

 Rate	 	(If 

Applicable)	 	ABR	 	
        Eurodollar

        Rate
	 	ABR	 	
        Eurodollar

        Rate
	 	Total	 	Notation

Made By
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 













  




    	 



    	 



    

 


EXHIBIT D-2


 


FORM OF
TERM LOAN NOTE


 





			$[__________]	[Date]





 


FOR
VALUE RECEIVED, the undersigned, GPT Property Trust LP, a Delaware limited partnership
(the “Borrower”), promises to pay, without offset or counterclaim, to the order of [_________________]
(hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care
of the Administrative Agent to the Administrative Agent’s address at 10 South Dearborn, Chicago, Illinois 60603, or at such
other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [_______________]
Dollars ($[______________]) or, if less, the aggregate unpaid principal amount of all Term Loans made by the Lender to the Borrower
pursuant to the Revolving Credit and Term Loan Agreement, dated as of June 9, 2014, among the Lender, the Borrower, the other
lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”)
(as amended, restated, replaced, extended, supplemented or modified from time to time, the “Credit Agreement”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable
to this Note.


 


The
Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof
on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the
terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance
with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note,
together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse
the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated
by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent
in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure
of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower.


 


Payments
of both principal and interest are to be made in the currency in which such Term Loan was made and as specified in the Credit
Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement.


 


This
Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other
Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty (subject to
the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The
principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations
of the Borrower.


 






    	Exhibit D-2 - 1



    	 



    

 


In
case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid
interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement.


 


The
Borrower and all the parties hereto, whether as makers, endorsers, or otherwise, hereby waive presentment for payment, demand
protest and notice of any kind in connection with the delivery, acceptance, performance and enforcement of this Note (except for
notices expressly required by the Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or
other indulgences without notice.


 


THIS
NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


[Signature
Page to Follow]


 




    	Exhibit D-2 - 2



    	 



    

 


IN
WITNESS WHEREOF, the Borrower has caused this Note to be duly executed in its name as of the date first above written.


 


	 	GPT Property Trust LP
	 	 	 
	 	By:	Gramercy Property Trust Inc., its general partner
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 




    	Exhibit D-2 - 3



    	 



    

 


TERM LOANS AND
PRINCIPAL PAYMENTS


 


 





	Date	 	Amount of	 	 	 	 	 	 	 	 	 	 
	 	Loan	 	Interest	 	Amount of	 	Unpaid	 	 	 	 
	 	Made	 	Period	 	Principal Repaid	 	Principal Balance	 	 	 	
	 	ABR	 	Eurodollar

 Rate	 	(If 

Applicable)	 	ABR	 	
        Eurodollar

        Rate
	 	ABR	 	
        Eurodollar

        Rate
	 	Total	 	Notation

Made By
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    	Exhibit D-2 - 4



    	 



    

 


EXHIBIT
D-3


 


FORM OF
SWINGLINE LOAN NOTE


  





			$20,000,000	June
__, 2014





 


FOR
VALUE RECEIVED, the undersigned, GPT PROPERTY TRUST LP, a Delaware limited partnership (the “Borrower”),
promises to pay, without offset or counterclaim, to the order of JPMorgan Chase Bank,
N.A. (hereinafter, together with its successors in title and permitted assigns, the “Lender”)
in care of the Administrative Agent to the Administrative Agent’s address at 10 South Dearborn, Chicago, Illinois 60603,
or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of Twenty
Million Dollars ($20,000,000) or, if less, the aggregate unpaid principal amount of all Swingline Loans made by the Lender to
the Borrower pursuant to the Revolving Credit and Term Loan Agreement, dated as of June 9, 2014, among the Lender, the Borrower,
the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative
Agent”) (as amended, restated, replaced, extended, supplemented or modified from time to time, the “Credit
Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to
them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit
Agreement shall be applicable to this Note.


 


The
Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest on the principal amount
unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement.
Late charges and other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms
and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note
with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such
notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive
and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such
notations shall not limit or otherwise affect any Obligations of the Borrower.


 


Payments
of both principal and interest are to be made in the currency in which such Swingline Loan was made and as specified in the Credit
Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement.


 


This
Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other
Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty in the manner
and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other
obligations of the Borrower are full recourse obligations of the Borrower.


 






    	Exhibit D-3 - 1



    	 



    

 


In
case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid
interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement.


 


The
Borrower and all the parties hereto, whether as makers, endorsers, or otherwise, hereby waive presentment for payment, demand
protest and notice of any kind in connection with the delivery, acceptance, performance and enforcement of this Note (except for
notices expressly required by the Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or
other indulgences without notice.


 


THIS
NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


[Signature
Page to Follow]


 




    	Exhibit D-3 - 2



    	 



    

 


IN
WITNESS WHEREOF, the Borrower has caused this Note to be duly executed in its name as of the date first above written.


 


	 	GPT Property Trust LP
	 	 	 
	 	By:	Gramercy Property Trust Inc., its general partner
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


  




    	Exhibit D-3 - 3



    	 



    

SWINGLINE LOANS
AND PRINCIPAL PAYMENTS


 


	 	 	 	 	Amount of	 	Balance of	 	 
	 	 	Amount	 	Principal Paid	 	Principal	 	Notation
	Date	 	of Loan	 	or Prepaid	 	Unpaid	 	Made By:
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



  




    	Exhibit D-3 - 4



    	 



    

 


EXHIBIT E


 


FORM
OF COMPLIANCE CERTIFICATE


 


For the Fiscal
[Quarter][Year] ended _______________, ____


 


		To:	JPMorgan Chase Bank, N.A.,
as Administrative Agent



 


Ladies and Gentlemen:


 


Reference is
made to that certain Revolving Credit and Term Loan Agreement, dated as of June 9, 2014 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein
being used herein as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”),
each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”),
and JPMorgan Chase Bank, N.A., as the Administrative Agent.


 


The undersigned
Financial Officer hereby certifies as of the date hereof that [he][she] is the ___________________________________ of the [Company][Borrower],
and that, as such, [he][she] is authorized to execute and deliver this Compliance Certificate (this “Certificate”)
to the Administrative Agent on the behalf of the [Company][Borrower], and that:


 


[Use the
following paragraph 1 for fiscal year-end financial statements]


 


1.          The
Company has delivered the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal
year of the Company ended as of the above date, together with the report of an independent certified public accountant required
by such section.


 


[Use the
following paragraph 1 for fiscal quarter-end financial statements]


 


1.          The
Company has delivered the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter
of the Company ended as of the above date. Such financial statements fairly present in all material respects the financial condition
and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP as
of such date and for such period, subject to normal year-end audit adjustments and the absence of footnotes.


 


2.          [To
the knowledge of the undersigned, no Default has occurred and is continuing.] [To the knowledge of the undersigned, the following
is a list of each Default that has occurred and is continuing and the actions taken or proposed to be taken with respect thereto:]


 


3.          The
Borrower is in compliance with the financial covenants in Sections 6.04 and 6.12 as of the last day of the [fiscal
quarter][fiscal year] ended as of the above date. The financial covenant analyses and information set forth on the schedules attached
hereto are true and correct in all material respects on and as of the date of this Compliance Certificate.


 


4.          [No
change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section
3.04 of the Agreement.] [The following is a list of each change in GAAP or in the application thereof that has occurred since
the date of the audited financial statements referred to in Section 3.04 of the Agreement and the effect of such change on the
financial statements referred to in paragraph (1):]


 


5.          [Attached
hereto as Exhibit A are updates to Schedule(s) [CDOS], [EGL], [ES] and [3.05]]14


 


[Signature on
the following page.]


 





 






14
Include to the extent applicable.


 




    	Exhibit E - 1



    	 



    

 


IN WITNESS WHEREOF, the undersigned
has executed this Compliance Certificate as of _______, ______________.


 


	 	 
	 	Name:
	 	Title:


 




    	Exhibit E - 2



    	 



    

 


[Attach
Schedule of


Financial
Covenant Compliance]


 




    	Exhibit E - 3