Exhibit 10.5


 


EXECUTION VERSION


 


Loan No. 18608


 





 



 


MEZZANINE A LOAN AGREEMENT


 





 



 


 


Dated as of February 25, 2022


 


 


Among


 


 


ILPT
MEZZ FIXED BORROWER 2 LLC, as Borrower


 


 


and


 


 


CITIGROUP
GLOBAL MARKETS REALTY CORP., UBS AG, BANK OF AMERICA, N.A.,


BANK OF MONTREAL and MORGAN STANLEY MORTGAGE CAPITAL
HOLDINGS LLC,


collectively, as Lender


 






    


     


    

 


Table
of Contents


 


Page


 


	ARTICLE 1	DEFINITIONS; PRINCIPLES OF CONSTRUCTION	 	2
	 	 	 	 	 	 
	 	Section 1.1.	 	Definitions	 	2
	 	 	 	 	 	 
	 	Section 1.2.	 	Principles of Construction	 	34
	 	 	 	 	 	 
	ARTICLE 2	GENERAL TERMS	 	35
	 	 	 	 	 	 
	 	Section 2.1.	 	Loan Commitment; Disbursement to Borrower	 	35
	 	 	 	 	 	 
	 	Section 2.2.	 	The Loan	 	35
	 	 	 	 	 	 
	 	Section 2.3.	 	Disbursement to Borrower	 	35
	 	 	 	 	 	 
	 	Section 2.4.	 	The Note and the Other Loan Documents	 	35
	 	 	 	 	 	 
	 	Section 2.5.	 	Interest Rate	 	36
	 	 	 	 	 	 
	 	Section 2.6.	 	Loan Payments	 	37
	 	 	 	 	 	 
	 	Section 2.7.	 	Prepayments	 	38
	 	 	 	 	 	 
	 	Section 2.8.	 	Intentionally Omitted	 	39
	 	 	 	 	 	 
	 	Section 2.9.	 	Intentionally Omitted	 	40
	 	 	 	 	 	 
	 	Section 2.10.	 	Release of Properties	 	40
	 	 	 	 	 	 
	 	Section 2.11.	 	Intentionally Omitted	 	42
	 	 	 	 	 	 
	 	Section 2.12.	 	Release on Payment in Full	 	42
	 	 	 	 	 	 
	ARTICLE 3	REPRESENTATIONS AND WARRANTIES	 	42
	 	 	 	 	 	 
	 	Section 3.1.	 	Legal Status and Authority	 	42
	 	 	 	 	 	 
	 	Section 3.2.	 	Validity of Documents	 	43
	 	 	 	 	 	 
	 	Section 3.3.	 	Litigation	 	43
	 	 	 	 	 	 
	 	Section 3.4.	 	Agreements	 	43
	 	 	 	 	 	 
	 	Section 3.5.	 	Financial Condition	 	44
	 	 	 	 	 	 
	 	Section 3.6.	 	Disclosure	 	44
	 	 	 	 	 	 
	 	Section 3.7.	 	No Plan Assets; FIRRMA	 	44
	 	 	 	 	 	 
	 	Section 3.8.	 	Not a Foreign Person	 	45
	 	 	 	 	 	 
	 	Section 3.9.	 	No Material Agreements	 	45
	 	 	 	 	 	 
	 	Section 3.10.	 	Business Purposes	 	45
	 	 	 	 	 	 
	 	Section 3.11.	 	Borrower’s Principal Place of Business	 	45
	 	 	 	 	 	 
	 	Section 3.12.	 	Status of Property	 	45
	 	 	 	 	 	 
	 	Section 3.13.	 	Financial Information	 	47




 






    -i-


     


    

 


Table
of Contents


(continued)


 


Page


 


	 	Section 3.14.	 	Condemnation	 	47
	 	 	 	 	 	 
	 	Section 3.15.	 	Separate Lots	 	48
	 	 	 	 	 	 
	 	Section 3.16.	 	Insurance	 	48
	 	 	 	 	 	 
	 	Section 3.17.	 	Use of Property	 	48
	 	 	 	 	 	 
	 	Section 3.18.	 	Leases and Rent Roll	 	48
	 	 	 	 	 	 
	 	Section 3.19.	 	Filing and Recording Taxes	 	49
	 	 	 	 	 	 
	 	Section 3.20.	 	Management Agreement	 	49
	 	 	 	 	 	 
	 	Section 3.21.	 	Illegal Activity/Forfeiture	 	49
	 	 	 	 	 	 
	 	Section 3.22.	 	Taxes	 	50
	 	 	 	 	 	 
	 	Section 3.23.	 	Permitted Encumbrances	 	50
	 	 	 	 	 	 
	 	Section 3.24.	 	Third Party Representations	 	50
	 	 	 	 	 	 
	 	Section 3.25.	 	Non-Consolidation Opinion Assumptions	 	50
	 	 	 	 	 	 
	 	Section 3.26.	 	Federal Reserve Regulations	 	50
	 	 	 	 	 	 
	 	Section 3.27.	 	Investment Company Act	 	51
	 	 	 	 	 	 
	 	Section 3.28.	 	Fraudulent Conveyance	 	51
	 	 	 	 	 	 
	 	Section 3.29.	 	Previously-Owned Property	 	51
	 	 	 	 	 	 
	 	Section 3.30.	 	Anti-Money Laundering and Economic Sanctions	 	52
	 	 	 	 	 	 
	 	Section 3.31.	 	Organizational Chart	 	53
	 	 	 	 	 	 
	 	Section 3.32.	 	Bank Holding Company	 	53
	 	 	 	 	 	 
	 	Section 3.33.	 	PILOT Leases and PILOT Documents	 	53
	 	 	 	 	 	 
	 	Section 3.34.	 	Property Document Representations	 	53
	 	 	 	 	 	 
	 	Section 3.35.	 	Collateral	 	54
	 	 	 	 	 	 
	 	Section 3.36.	 	No Change in Facts or Circumstances; Disclosure	 	54
	 	 	 	 	 	 
	 	Section 3.37.	 	No Contractual Obligations	 	54
	 	 	 	 	 	 
	 	Section 3.38.	 	Other Indebtedness	 	55
	 	 	 	 	 	 
	 	Section 3.39.	 	Mortgage Loan Representations and Warranties	 	55
	 	 	 	 	 	 
	 	Section 3.40.	 	Subsidiaries	 	55
	 	 	 	 	 	 
	 	Section 3.41.	 	Mortgage Loan Defaults	 	55




 






    -ii-


     


    

 


Table
of Contents


(continued)


 


Page


 


	ARTICLE 4	BORROWER COVENANTS	 	55
	 	 	 	 	 	 
	 	Section 4.1.	 	Existence	 	55
	 	 	 	 	 	 
	 	Section 4.2.	 	Legal Requirements	 	56
	 	 	 	 	 	 
	 	Section 4.3.	 	Maintenance and Use of Property	 	57
	 	 	 	 	 	 
	 	Section 4.4.	 	Waste	 	57
	 	 	 	 	 	 
	 	Section 4.5.	 	Taxes and Other Charges	 	57
	 	 	 	 	 	 
	 	Section 4.6.	 	Litigation	 	58
	 	 	 	 	 	 
	 	Section 4.7.	 	Access to Property	 	59
	 	 	 	 	 	 
	 	Section 4.8.	 	Notice of Default	 	59
	 	 	 	 	 	 
	 	Section 4.9.	 	Cooperate in Legal Proceedings	 	59
	 	 	 	 	 	 
	 	Section 4.10.	 	Performance by Borrower	 	59
	 	 	 	 	 	 
	 	Section 4.11.	 	Material Agreements	 	59
	 	 	 	 	 	 
	 	Section 4.12.	 	Books and Records	 	59
	 	 	 	 	 	 
	 	Section 4.13.	 	Estoppel Certificates	 	62
	 	 	 	 	 	 
	 	Section 4.14.	 	Leases and Rents	 	63
	 	 	 	 	 	 
	 	Section 4.15.	 	Management Agreement	 	65
	 	 	 	 	 	 
	 	Section 4.16.	 	Payment for Labor and Materials	 	68
	 	 	 	 	 	 
	 	Section 4.17.	 	Performance of Other Agreements	 	69
	 	 	 	 	 	 
	 	Section 4.18.	 	Debt Cancellation	 	69
	 	 	 	 	 	 
	 	Section 4.19.	 	ERISA; FIRRMA	 	69
	 	 	 	 	 	 
	 	Section 4.20.	 	No Joint Assessment	 	70
	 	 	 	 	 	 
	 	Section 4.21.	 	Alterations	 	70
	 	 	 	 	 	 
	 	Section 4.22.	 	Property Document Covenants	 	72
	 	 	 	 	 	 
	 	Section 4.23.	 	Intentionally Omitted	 	73
	 	 	 	 	 	 
	 	Section 4.24.	 	PILOT Leases and PILOT Documents	 	73
	 	 	 	 	 	 
	 	Section 4.25.	 	Liens; Utility and Other Easements	 	75
	 	 	 	 	 	 
	 	Section 4.26.	 	Federal Reserve Regulations	 	76
	 	 	 	 	 	 
	 	Section 4.27.	 	Immediate Repairs	 	76
	 	 	 	 	 	 
	 	Section 4.28.	 	Notices	 	76
	 	 	 	 	 	 
	 	Section 4.29.	 	Special Distributions	 	76
	 	 	 	 	 	 
	 	Section 4.30.	 	Curing	 	77
	 	 	 	 	 	 
	 	Section 4.31.	 	Mortgage Borrower Covenants	 	78




 






    -iii-


     


    

 


Table
of Contents


(continued)


 


Page


 


	 	Section 4.32.	 	Limitations on Distributions	 	78
	 	 	 	 	 	 
	 	Section 4.33.	 	Limitations on Securities Issuances	 	78
	 	 	 	 	 	 
	 	Section 4.34.	 	Other Limitations	 	78
	 	 	 	 	 	 
	 	Section 4.35.	 	Acquisition of the Mortgage Loan	 	79
	 	 	 	 	 	 
	 	Section 4.36.	 	Bankruptcy Related Covenants	 	79
	 	 	 	 	 	 
	 	Section 4.37.	 	Contractual Obligations	 	79
	 	 	 	 	 	 
	ARTICLE 5	SINGLE PURPOSE ENTITY COVENANTS	 	79
	 	 	 	 	 	 
	 	Section 5.1.	 	Single Purpose Entity/Separateness	 	79
	 	 	 	 	 	 
	 	Section 5.2.	 	Independent Director	 	85
	 	 	 	 	 	 
	 	Section 5.3.	 	Change of Name, Identity or Structure	 	87
	 	 	 	 	 	 
	 	Section 5.4.	 	Business and Operations	 	87
	 	 	 	 	 	 
	 	Section 5.5.	 	Mortgage Borrower SPE Provisions	 	87
	 	 	 	 	 	 
	ARTICLE 6	NO SALE OR ENCUMBRANCE	 	87
	 	 	 	 	 	 
	 	Section 6.1.	 	Transfer Definitions	 	87
	 	 	 	 	 	 
	 	Section 6.2.	 	No Sale/Encumbrance	 	88
	 	 	 	 	 	 
	 	Section 6.3.	 	Permitted Equity Transfers	 	89
	 	 	 	 	 	 
	 	Section 6.4.	 	Permitted Property Transfer (Assumption)	 	92
	 	 	 	 	 	 
	 	Section 6.5.	 	Lender’s Rights	 	95
	 	 	 	 	 	 
	 	Section 6.6.	 	Economic Sanctions, Anti-Money Laundering and Transfers	 	95
	 	 	 	 	 	 
	ARTICLE 7	INSURANCE; CASUALTY; CONDEMNATION; RESTORATION	 	96
	 	 	 	 	 	 
	 	Section 7.1.	 	Insurance	 	96
	 	 	 	 	 	 
	 	Section 7.2.	 	Casualty	 	96
	 	 	 	 	 	 
	 	Section 7.3.	 	Condemnation	 	97
	 	 	 	 	 	 
	 	Section 7.4.	 	Restoration	 	97
	 	 	 	 	 	 
	ARTICLE 8	RESERVE FUNDS	 	98
	 	 	 	 	 	 
	 	Section 8.1.	 	Intentionally Omitted	 	98
	 	 	 	 	 	 
	 	Section 8.2.	 	Reserve Funds	 	98
	 	 	 	 	 	 
	 	Section 8.3.	 	The Accounts Generally	 	98
	 	 	 	 	 	 
	 	Section 8.4.	 	Letters of Credit	 	101




 






    -iv-


     


    

 


Table
of Contents


(continued)


 


Page


 


	ARTICLE 9	CASH MANAGEMENT	 	102
	 	 	 	 	 	 
	 	Section 9.1.	 	Mortgage Loan Cash Management; Establishment of Certain Accounts	 	102
	 	 	 	 	 	 
	 	Section 9.2.	 	Payments Received Under this Agreement	 	102
	 	 	 	 	 	 
	 	Section 9.3.	 	Distributions to Borrower	 	103
	 	 	 	 	 	 
	ARTICLE 10	EVENTS OF DEFAULT; REMEDIES	 	103
	 	 	 	 	 	 
	 	Section 10.1.	 	Event of Default	 	103
	 	 	 	 	 	 
	 	Section 10.2.	 	Remedies	 	108
	 	 	 	 	 	 
	ARTICLE 11	SECONDARY MARKET	 	110
	 	 	 	 	 	 
	 	Section 11.1.	 	Securitization	 	110
	 	 	 	 	 	 
	 	Section 11.2.	 	Disclosure	 	113
	 	 	 	 	 	 
	 	Section 11.3.	 	Reserves/Escrows	 	116
	 	 	 	 	 	 
	 	Section 11.4.	 	Servicer	 	116
	 	 	 	 	 	 
	 	Section 11.5.	 	Rating Agency Costs	 	117
	 	 	 	 	 	 
	 	Section 11.6.	 	New Mezzanine Option	 	117
	 	 	 	 	 	 
	 	Section 11.7.	 	Registered Form	 	117
	 	 	 	 	 	 
	ARTICLE 12	INDEMNIFICATIONS	 	118
	 	 	 	 	 	 
	 	Section 12.1.	 	General Indemnification	 	118
	 	 	 	 	 	 
	 	Section 12.2.	 	Mortgage and Intangible Tax Indemnification	 	119
	 	 	 	 	 	 
	 	Section 12.3.	 	ERISA and FIRRMA Indemnification	 	119
	 	 	 	 	 	 
	 	Section 12.4.	 	Duty to Defend, Legal Fees and Other Fees and Expenses	 	119
	 	 	 	 	 	 
	 	Section 12.5.	 	Survival	 	119
	 	 	 	 	 	 
	 	Section 12.6.	 	Environmental Indemnity	 	119
	 	 	 	 	 	 
	ARTICLE 13	EXCULPATION	 	119
	 	 	 	 	 	 
	 	Section 13.1.	 	Exculpation	 	120
	 	 	 	 	 	 
	ARTICLE 14	NOTICES	 	124
	 	 	 	 	 	 
	 	Section 14.1.	 	Notices	 	124
	 	 	 	 	 	 
	ARTICLE 15	FURTHER ASSURANCES	 	126
	 	 	 	 	 	 
	 	Section 15.1.	 	Replacement Documents	 	126
	 	 	 	 	 	 
	 	Section 15.2.	 	Execution of the Pledge Agreement	 	126
	 	 	 	 	 	 
	 	Section 15.3.	 	Further Acts, etc.	 	127




 






    -v-


     


    

 


Table
of Contents


(continued)


 


Page


 


	 	Section 15.4.	 	Changes in Tax, Debt, Credit and Documentary Stamp Laws	 	127
	 	 	 	 	 	 
	ARTICLE 16	WAIVERS	 	127
	 	 	 	 	 	 
	 	Section 16.1.	 	Remedies Cumulative; Waivers	 	127
	 	 	 	 	 	 
	 	Section 16.2.	 	Modification, Waiver in Writing	 	128
	 	 	 	 	 	 
	 	Section 16.3.	 	Delay Not a Waiver	 	128
	 	 	 	 	 	 
	 	Section 16.4.	 	Waiver of Trial by Jury	 	128
	 	 	 	 	 	 
	 	Section 16.5.	 	Waiver of Notice	 	128
	 	 	 	 	 	 
	 	Section 16.6.	 	Remedies of Borrower	 	129
	 	 	 	 	 	 
	 	Section 16.7.	 	Marshalling and Other Matters	 	129
	 	 	 	 	 	 
	 	Section 16.8.	 	Waiver of Statute of Limitations	 	129
	 	 	 	 	 	 
	 	Section 16.9.	 	Waiver of Counterclaim	 	129
	 	 	 	 	 	 
	 	Section 16.10.	 	Sole Discretion of Lender	 	129
	 	 	 	 	 	 
	ARTICLE 17	MISCELLANEOUS	 	130
	 	 	 	 	 	 
	 	Section 17.1.	 	Survival	 	130
	 	 	 	 	 	 
	 	Section 17.2.	 	Governing Law	 	130
	 	 	 	 	 	 
	 	Section 17.3.	 	Headings	 	131
	 	 	 	 	 	 
	 	Section 17.4.	 	Severability	 	131
	 	 	 	 	 	 
	 	Section 17.5.	 	Preferences	 	131
	 	 	 	 	 	 
	 	Section 17.6.	 	Expenses	 	132
	 	 	 	 	 	 
	 	Section 17.7.	 	Cost of Enforcement	 	133
	 	 	 	 	 	 
	 	Section 17.8.	 	Schedules Incorporated	 	133
	 	 	 	 	 	 
	 	Section 17.9.	 	Offsets, Counterclaims and Defenses	 	133
	 	 	 	 	 	 
	 	Section 17.10.	 	No Joint Venture or Partnership; No Third Party Beneficiaries	 	133
	 	 	 	 	 	 
	 	Section 17.11.	 	Publicity	 	134
	 	 	 	 	 	 
	 	Section 17.12.	 	Limitation of Liability	 	135
	 	 	 	 	 	 
	 	Section 17.13.	 	Conflict; Construction of Documents; Reliance	 	135
	 	 	 	 	 	 
	 	Section 17.14.	 	Entire Agreement	 	135
	 	 	 	 	 	 
	 	Section 17.15.	 	Liability	 	135




 






    -vi-


     


    

 


Table
of Contents


(continued)


 


Page



 


	 	Section 17.16.	 	Duplicate Originals; Counterparts	 	136
	 	 	 	 	 	 
	 	Section 17.17.	 	Brokers	 	136
	 	 	 	 	 	 
	 	Section 17.18.	 	Set-Off	 	136
	 	 	 	 	 	 
	 	Section 17.19.	 	Reinstatement of Debt	 	137
	 	 	 	 	 	 
	 	Section 17.20.	 	Intentionally Omitted	 	137
	 	 	 	 	 	 
	 	Section 17.21.	 	Intercreditor Agreement	 	137
	 	 	 	 	 	 
	 	Section 17.22.	 	Approvals and Consents	 	137
	 	 	 	 	 	 
	 	Section 17.23.	 	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	 	140
	 	 	 	 	 	 
	 	Section 17.24.	 	Unintended Payments	 	140




 






    -vii-


     


    

 


SCHEDULES AND EXHIBITS


 


Schedule I – Intentionally Omitted


Schedule II – Intentionally Omitted 


Schedule III – Organizational Chart


Schedule IV – Intentionally Omitted


Schedule V – Allocated Loan Amounts


Schedule VI – Previously-Owned Property


Schedule VII – PILOT Leases and PILOT Documents


Schedule VIII – Intentionally Omitted


Schedule IX – Intentionally Omitted


Schedule X – Unfunded Obligations


Schedule XI – Intentionally Omitted


Schedule XII - PILOT Lease and PILOT Document Exceptions


Schedule XIII – Leases and Rent Roll Exceptions


Schedule XIV – Purchase Options


Schedule XV – Representation Exceptions


 


Exhibit A – Mortgage Borrower


 



    


     


    

 


 


MEZZANINE
A LOAN AGREEMENT


 


THIS
MEZZANINE A LOAN AGREEMENT, dated as of February 25, 2022 (as amended, restated, replaced, supplemented or otherwise modified
from time to time, this “Agreement”), by and among CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation,
having an address at 388-390 Greenwich Street, Trading Floor 4, New York, New York 10013 (together with its successors and assigns, “Citi”),
UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, having an address at 1285 Avenue of
the Americas, 13th Floor, New York, New York 10019 (together with its successors and assigns, “UBS AG”),
BANK OF AMERICA, N.A., a national banking association, having an address at 620 South Tryon Street, Mail Code: NC1-030-21-01,
Charlotte, North Carolina 28255 (together with its successors and/or assigns, “BANA”), BANK OF MONTREAL, a Canadian
chartered bank, having an address at c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, New York 10036 (together
with its successors and assigns, “BMO”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited
liability company, having an address at 1585 Broadway, New York, New York 10036 (together with its successors and assigns, “MS”;
MS together with Citi, UBS AG, BANA and BMO and each of their respective successors and/or assigns, collectively, “Lender”)
and ILPT MEZZ FIXED BORROWER 2 LLC, having its principal place of business at c/o The RMR Group, Two Newton Place, 255 Washington
Street, Suite 300, Newton, Massachusetts 02458-1634 (“Borrower”).


 


RECITALS:


 


Citi
Real Estate Funding Inc., a New York corporation, UBS AG, by and through its branch office at 1285 Avenue of Americas, New York, New York,
Bank of America, N.A., a national banking association, Bank of Montreal, a Canadian chartered bank and Morgan Stanley Bank, N.A., a national
banking association, each in their capacity as mortgage lender (collectively, “Mortgage Lender”) has made a
mortgage loan in the principal amount of $445,000,000 (“Mortgage Loan”) to the
entities identified on Exhibit A attached hereto as mortgage borrower (each an “Individual Mortgage Borrower”
and collectively and/or individually as the context may require, “Mortgage Borrower”) pursuant to a Loan Agreement
(as amended, supplemented or otherwise modified from time to time, the “Mortgage Loan Agreement”) dated as of the date
hereof by and between Mortgage Borrower and Mortgage Lender, which Mortgage Loan is evidenced by the Mortgage Note and secured by, among
other things, those certain mortgages, deeds to secure debt and deeds of trust, each of even date herewith (each
as amended, supplemented or otherwise modified from time to time, collectively, the “Security Instrument”) by the applicable
Mortgage Borrower in favor of Mortgage Lender pursuant to which Mortgage Borrower has granted Mortgage Lender a first priority lien on,
among other things, certain real property and all structures, buildings and improvements now or hereafter located thereon, all as more
fully described in the Security Instrument (individual, the “Property” and collectively, the “Properties”).


 


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


 


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


 






    


     


    

 


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


 


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


 


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


 


ARTICLE 1


 


DEFINITIONS;
PRINCIPLES OF CONSTRUCTION


 


Section 1.1.           Definitions.


 


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


 


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


 


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


 


“Accounts”
shall mean any account established by this Agreement or the other Loan Documents. (including, without limitation, any Substitute Cash
Management Accounts and any accounts containing Substitute Reserves).


 


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


 


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


 


“Additional Interest”
shall have the meaning set forth in Section 2.7(a) hereof.


 






    2


     


    

 


“Administrative
Agent” means, as applicable, (i) as of the date hereof, Citi, (ii) any successor to Citi in accordance with Section 17.22(d) of
this Agreement, (iii) following the Securitization of the Loan, the trustee under such Securitization or any Servicer selected
by such trustee and (iv) if the Loan is sold by Lender such that the Loan is held by a single
Lender, then automatically, and without any further action by Lender, such single Lender that holds the Loan for so long as such Lender
is the sole holder of the Loan.


 


“Affected Financial
Institution” shall mean (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affiliate”
shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control
with such Person or, with respect to any natural Person, is a member of the Family Group of such Person.


 


“Affiliated Manager”
shall mean any managing agent of any Individual Property in which any Borrower, Mortgage Borrower, Mezzanine B Borrower, Guarantor, Sponsor,
any SPE Component Entity, any Mortgage SPE Component Entity, or any Mezzanine B SPE Component Entity, or any Affiliate of such entities
has, directly or indirectly, any legal, beneficial or economic interest.


 


“Aggregate
Material Adverse Effect” shall mean any event or condition that has a material adverse effect on (a) (i) the use,
operation, or value of the Properties and/or (ii) ownership of the Collateral, in each case, taken as a whole, (b) the business,
profits, operations or financial condition of Borrower and/or Mortgage Borrower (including, without limitation, Underwritten Net Operating
Income) taken as a whole, (c) the enforceability, validity, perfection or priority of the lien of the Pledge Agreement or
the other Loan Documents, in each case, taken as a whole or (d) the ability of Borrower, as a whole, to repay the principal and interest
of the Loan as it becomes due or to satisfy Borrower’s, as a whole, other material obligations under the Loan Documents.


 


“Allocated Loan Amount”
shall mean the portion of the principal amount of the Loan allocated to any applicable Individual Property as set forth on Schedule
V hereof.


 


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


 


“Alteration Threshold”
shall mean (a) in the aggregate at any given time, an amount equal to five percent (5%) of the amount of the Mortgage Loan or (b) with
respect to each Individual Property, an amount equal to the greater of (i) $2,000,000 and (ii) ten percent (10%) of the Mortgage
Loan Allocated Loan Amount of such Individual Property.


 


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


 


“Approval Standards” shall have
the meaning set forth in Section 17.22(e) hereof.


 


“Approved Accounting
Method” shall mean GAAP, federal tax basis accounting (consistently applied) or such other method of accounting, consistently
applied, as may be reasonably acceptable to Lender.


 


“Approved Alterations” shall
have the meaning set forth in Section 4.21(a) hereof.


 






    3


     


    

 


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


 


“Approved Bank”
means (a) a bank or other financial institution which has the Required Rating, (b) if a Securitization has not occurred, a bank
or other financial institution acceptable to Lender or (c) if a Securitization has occurred, a bank or other financial institution
with respect to which Lender shall have received a Rating Agency Confirmation.


 


“Approved ID Provider”
shall mean each of CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart
Management Company and Lord Securities Corporation; provided, that, (A) the foregoing shall be deemed Approved ID Providers
unless and until disapproved by any Rating Agency and (B) additional national providers of Independent Directors may be deemed added
to the foregoing hereunder to the extent approved in writing by Lender and the Rating Agencies.


 


“Award”
shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of the
Property.


 


“Bail-In Action”
shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of
an Affected Financial Institution.


 


“Bail-In Legislation”
shall mean (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).


 


“BANA”
shall have the meaning set forth in the introductory paragraph hereto.


 


“Bankruptcy Code”
shall mean Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time, and any successor statute
or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy,
insolvency or creditors’ rights.


 






    4


     


    

 


“Bankruptcy Event”
shall mean the occurrence of any one or more the of the following: (i) Borrower, Mortgage Borrower, any SPE Component Entity or any
Mortgage SPE Component Entity shall commence any case, proceeding or other action (A) under the Bankruptcy Code and/or any Creditors
Rights Laws seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, liquidation or dissolution or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar
official for it or for all or any substantial part of its assets (other than at the request or with the consent of Lender); (ii) Borrower,
Mortgage Borrower, any SPE Component Entity or any Mortgage SPE Component Entity shall make a general assignment for the benefit of its
creditors (except to Lender in connection with the Loan or at the request or with the consent of Lender); (iii) any Borrower Party
(or Affiliate thereof) files, or joins or colludes in the filing of, (A) an involuntary petition against Borrower, Mortgage Borrower,
any SPE Component Entity or any Mortgage SPE Component Entity under the Bankruptcy Code or any other Creditors Rights Laws, or solicits
or causes to be solicited or colludes with petitioning creditors for any involuntary petition under the Bankruptcy Code or any other Creditors
Rights Laws against Borrower, Mortgage Borrower, any SPE Component Entity or any Mortgage SPE Component Entity or (B) any case, proceeding
or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part
of Borrower’s, Mortgage Borrower’s, any SPE Component Entity’s or any Mortgage SPE Component Entity’s assets;
(iv) Borrower, Mortgage Borrower, any SPE Component Entity or any Mortgage SPE Component Entity files an answer consenting to or
otherwise acquiescing in (i.e., failing to object to such filing to the extent Borrower, Mortgage Borrower, any SPE Component Entity or
any Mortgage SPE Component Entity has standing and a good faith basis to object) or joining in any involuntary petition filed against
it, by any other Person under the Bankruptcy Code or any other Creditors Rights Laws, or solicits or causes to be solicited or colludes
with petitioning creditors for any involuntary petition from any Person; (v) any Borrower Party (or Affiliate thereof) consents to
or acquiesces in (i.e., failing to object to such filing to the extent such Borrower Party (or Affiliate thereof) has standing and a good
faith basis to object) or joins in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower, Mortgage
Borrower, any SPE Component Entity or any Mortgage SPE Component Entity or any portion of the Property or the Collateral (other than at
the request or with the consent of Lender); (vi) Borrower, Mortgage Borrower, any SPE Component Entity or any Mortgage SPE Component
Entity makes an assignment for the benefit of creditors (except to Lender in connection with the Loan or at the request or with the consent
of Lender), or admits, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due if such
admission in writing was made in bad faith with the intent of facilitating an involuntary bankruptcy proceeding of Borrower, Mortgage
Borrower, any SPE Component Entity or any Mortgage SPE Component Entity; (vii) any Borrower Party (or Affiliate thereof) contesting
or opposing any motion made by Lender to obtain relief from the automatic stay or seeking to reinstate the automatic stay in the event
of any proceeding under the Bankruptcy Code or any other Creditors Rights Laws involving Guarantor or its subsidiaries; (viii) any
Borrower Party (or Affiliate thereof) taking any action in furtherance of, in collusion with respect to or indicating its consent to,
approval of, or acquiescence in (i.e., failing to object to such filing to the extent such Borrower Party (or Affiliate thereof) has standing
and a good faith basis to object) any of the acts set forth in items (i) through (viii) above; and (ix) in the event Lender
receives less than the full value of its claim in any proceeding under the Bankruptcy Code or any other Creditors Rights Laws, Guarantor
or any of its Affiliates receiving an equity interest or other financial benefit of any kind as a result of a “new value”
plan or equity contribution, except, in each case, pursuant to a plan of reorganization as accepted by the class of claims that includes
the claims of the Lenders or as otherwise consented to by the Lender.


 


“BMO” shall
have the meaning set forth in the introductory paragraph hereto.


 


“Borrower” shall have the meaning
set forth in the introductory paragraph hereto.


 


“Borrower
Affiliate” shall have the meaning set forth in Section 13.1.


 


“Borrower Obligation”
shall have the meaning set forth in Section 11.7 hereof.


 






    5


     


    

 


“Borrower
Party” and “Borrower Parties” shall mean, collectively, Borrower,
Mortgage Borrower, Mezzanine B Borrower, any SPE Component Entity, any Mortgage SPE Component Entity, any Mezzanine B SPE Component Entity,
any Affiliated Manager, Sponsor and Guarantor and any Affiliate of the foregoing, and “Borrower Party” shall mean any
one of them.


 


“Borrower’s
Certification” shall mean that certain Borrower’s Certification (Mezzanine A Loan), dated as of the Closing Date, by Borrower
in favor of Lender.


 


“Broker”
shall have the meaning set forth in Section 17.17 hereof.


 


“Business
Day” shall mean any day on which national banks are open for general business in the State of New York.


 


“Cash Management
Agent” shall mean Servicer or any Replacement Cash Management Agent.


 


“Cash Management
Agreement” shall mean the Closing Date Cash Management Agreement or any Replacement Cash Management Agreement, as applicable,
in each case, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


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


 


“Cause”
means, with respect to an Independent Director, (i) acts or omissions by such Independent Director that constitute willful disregard
of, or bad faith with respect to, such Independent Director’s duties under this Agreement, (ii) that such Independent Director
has engaged in or has been charged with, or has been convicted of, fraud or other acts constituting a crime under any law applicable to
such Independent Director, (iii) that such Independent Director is unable to perform his or her duties as Independent Director due
to death, disability, incapacity, unavailability or other cause or (iv) that such Independent Director no longer meets the definition
of Independent Director.


 


“Citi”
shall have the meaning set forth in the introductory paragraph hereto.


 


“Closing Date”
shall mean the date of the funding of the Loan.


 


“Closing Date Cash
Management Agreement” shall mean that certain Cash Management Agreement, dated as of the Closing Date, by and between Borrower,
Lender, Mezzanine B Borrower, Mezzanine B Lender, Mortgage Borrower and Mortgage Lender, and acknowledged and agreed to by Affiliated
Manager, as the same may be subsequently joined to or assumed by Cash Management Agent.


 


“Closing Date Debt
Yield” shall mean 6.24%.


 


“Collateral”
shall mean the “Pledged Collateral” as such term is defined in the Pledge Agreement and shall also include all amounts on
deposit in any account and any and all other property or collateral in which Lender is granted a security interest under any of the Loan
Documents, in each case whether existing on the date hereof or hereafter pledged or assigned to Lender.


 






    6


     


    

 


“Condemnation”
shall mean a temporary or permanent taking by any Governmental Authority as the result, in lieu or in anticipation, of the exercise of
the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including
any right of access thereto or any change of grade affecting the Property or any part thereof.


 


“Constituent Owner”
shall mean, as to any Person, any Person that owns a direct or indirect interest in such Person.


 


“Control”
shall mean the power to direct the management and policies of an entity, directly or indirectly, whether through the ownership of voting
securities or other beneficial interests, right to appoint a majority of the board, by contract or otherwise. The terms “Controlled”
and “Controlling” shall have correlative meanings.


 


“Covered Disclosure
Information” shall have the meaning set forth in Section 11.2(b).


 


“Creditors Rights
Laws” shall mean any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization,
conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to debts or debtors.


 


“Crowdfunded
Person” means a Person capitalized primarily by monetary contributions (A) of less than $35,000 each from more than thirty-five
(35) investors who are individuals and (B) which are funded primarily (I) in reliance upon Regulation Crowdfunding promulgated
by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended and/or (II) through internet-mediated
registries, platforms or similar portals, mail-order subscriptions, benefit events and/or other similar methods.


 


“Debt”
shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note together with all interest accrued
and unpaid thereon and all other sums due to Lender in respect of the Loan under the Note, this Agreement or the other Loan Documents
(including, without limitation, all costs and expenses payable to Lender thereunder).


 


“Debt Service”
shall mean, with respect to any particular period of time, scheduled principal (if applicable) and interest payments hereunder (including,
as and to the extent applicable, interest accruing at the Default Rate).


 


“Debt Yield”
shall have the meaning set forth in the Mortgage Loan Agreement.


 


“Deemed
Approval Requirements” shall mean, with respect to any matter, that (i) no Event of Default shall have occurred and be
continuing (either at the date of any notices specified below or as of the effective date of any deemed approval), (ii) Borrower
shall have sent Lender a written request for approval with respect to such matter in accordance with the applicable terms and conditions
hereof (which may be via email) (the “Initial Notice”), which such Initial Notice shall have been (A) accompanied
by any and all required information and documentation relating thereto as may be reasonably required in order to approve or disapprove
such matter (the “Approval Information”) and (B) marked in bold lettering with the following language: “LENDER’S
RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE
UNDERSIGNED AND LENDER”; (iii) Lender shall have failed to respond to the Initial Notice within the aforesaid time-frame; (iv) Borrower
shall have submitted a second request for approval with respect to such matter in accordance with the applicable terms and conditions
hereof (which may be via email) (the “Second Notice”), which such Second Notice shall have been (A) accompanied
by the Approval Information (to the extent not provided with the Initial Notice) and (B) marked in bold lettering with the following
language: “LENDER’S RESPONSE IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS
OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER”; and (v) Lender shall have failed to respond to the Second Notice within
the aforesaid time-frame. For purposes of clarification, Lender requesting reasonably required additional and/or clarified information
(to the extent not included in the Approval Information previously provided by Borrower), in addition to approving or denying any request
(in whole or in part), shall be deemed a response by Lender for purposes of the foregoing.


 






    7


     


    

 


“Default”
shall mean the occurrence of any event hereunder or under the Note or the other Loan Documents which, but for the giving of notice or
passage of time, or both, would be an Event of Default.


 


“Default Rate”
shall mean, with respect to the Loan, a rate per annum equal to the lesser of (i) the Maximum Legal Rate, or (ii) three percent
(3%) above the Interest Rate.


 


“Default Release”
shall have the meaning set forth in Section 2.10(c) hereof.


 


“Default Yield Maintenance
Premium” shall mean an amount equal to the greater of (i) five percent (5%) of the amount of Debt prepaid or (ii) the
Yield Maintenance Premium.


 


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


 


“Division”
shall have the meaning set forth in Section 5.1(a)(iii) hereof.


 


“EEA Financial Institution”
shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision
of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described
in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary
of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA Member Country”
shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


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


 






    8


     


    

 


“Eligible Account”
shall mean a separate and identifiable account from all other funds held by the holding institution that is an account or accounts maintained
with a federal or state-chartered depository institution or trust company which (a) complies with the definition of Eligible Institution,
(b) has a combined capital and surplus of at least $50,000,000 and (c) has corporate trust powers and is acting in its fiduciary
capacity. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.


 


“Eligible Institution”
shall mean (a) a depository institution or trust company insured by the Federal Deposit Insurance Corporation (i) in the case
of accounts in which funds are held for thirty (30) days or less, the short term unsecured debt obligations or commercial paper of which
are rated at least “A-1” (or its equivalent) from each of the Rating Agencies and (ii) in the case of accounts in which
funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “A” (or
its equivalent) from each of the Rating Agencies or (b) such other depository institution otherwise approved by the Rating Agencies
from time-to-time.


 


“Environmental Indemnity”
shall mean that certain Environmental Indemnity Agreement (Mezzanine A Loan), dated as of the date hereof, executed by Borrower and Guarantor
in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified
from time to time.


 


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


 


“Equity Collateral
Enforcement Action” shall have the meaning set forth in Section in Section 13.1 hereof.


 


“Equity Interests”
shall have the meaning set forth in the Pledge Agreement.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as the same may heretofore have been or shall be amended, restated, replaced
or otherwise modified.


 


“Erroneous Payment”
shall have the meaning set forth in Section 17.24 hereof.


 


“EU Bail-In Legislation
Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person),
as in effect from time to time.


 


“Event of Default”
shall have the meaning set forth in Section 10.1 hereof.


 


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


 


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


 


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


 


“Extraordinary Expense”
shall have the meaning set forth in Section 4.12(a)(iv) hereof.


 






    9


     


    

 


“Family Group”
shall mean, as to any natural Person, the spouse, children and grandchildren (in each case, by birth or adoption) and other lineal descendants,
in each case, of such natural Person and, in each case, family trusts and/or conservatorships for the benefit of any of the foregoing
Persons.


 


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


 


“FIRRMA”
shall mean, collectively, (i) the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), all laws and regulations related
thereto and all mandates, requirements, powers and similar requirements imposed or exercised thereunder (including, without limitation,
the Foreign Investment Risk Review Modernization Act and any of the foregoing implemented by and/or otherwise relating to the
Committee on Foreign Investment in the United States) and (ii) as the foregoing may be amended from time to time, any successor
statute or statutes and all rules and regulations from time to time promulgated in connection with the foregoing.


 


“FIRRMA Documents”
means any notice, correspondence, document, agreement, declaration, or other communication relating to or arising in connection with FIRRMA;
provided, however, that if the communication is oral, “FIRRMA Document” shall mean a written summary thereof
prepared by Borrower.


 


“FIRRMA Prohibited
Filing Event” shall mean an event which shall be deemed to have occurred if (i) any mandatory filing or declaration relating
to FIRRMA is required and/or (ii) any Governmental Authority requires (or recommends to the President of the United States) forfeiture,
divestiture or abandonment of all or any portion of the Property and/or imposes any material mitigation measures on Borrower, the Constituent
Owners of Borrower and/or the Property, in each case, related to FIRRMA.


 


“FIRRMA Prohibited
Transfer” shall mean any Sale or Pledge of the Property or any part thereof or any legal or beneficial interest therein (including,
without limitation, the Loan and/or Loan Documents) or any Sale or Pledge of an interest in any Restricted Party, in each case, which
(i) triggers a mandatory filing or declaration requirement with respect to FIRRMA, (ii) makes advisable a voluntary filing or
declaration with respect to FIRRMA or (iii) increases the likelihood of (A) forfeiture, divestiture or abandonment of all or
any portion of the Property relating to FIRRMA or (B) any mitigation measures being imposed by any Governmental Authority on Borrower,
the Constituent Owners of Borrower and/or the Property, in each case, related to FIRRMA.


 


“First Monthly Payment
Date” shall mean April 6, 2022.


 


“Fitch”
shall mean Fitch, Inc.


 






    10


     


    

 


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


 


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


 


“Governmental Authority”
shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal,
state, county, district, municipal, city or otherwise) whether now or hereafter in existence.


 


“Guarantor”
shall mean Industrial Logistics Properties Trust, a Maryland real estate investment trust, and any Replacement Guarantor pursuant to and
in accordance with the applicable terms and conditions of the Loan Documents.


 


“Guaranty”
shall mean that certain Limited Recourse Guaranty (Mezzanine A Loan) executed by Guarantor and dated as of the date hereof.


 


“Immediate Repairs”
shall mean the repairs at the Property as set forth in the Borrower’s Certification.


 


“Improvements”
shall mean, individually and/or collectively, as the context requires, the “Improvements” as defined in each applicable Security
Instrument.


 


“Indebtedness”
shall mean, for any Person (without duplication), (i) all indebtedness of such Person for borrowed money, for amounts drawn under
a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable, (ii) all unfunded
amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable if such amounts were
advanced thereunder, (iii) all amounts required to be paid by such Person by contract and/or as a guaranteed payment (including,
without limitation, any such amounts required to be paid to partners and/or as a preferred or special dividend, including any mandatory
redemption of shares or interests) excluding, in the case of this subsection (iii), amounts due under routine contracts relating to the
operation or leasing of the Property (including, without limitation, tenant improvement allowances) in accordance with the Loan Documents,
(iv) all indebtedness incurred and/or guaranteed by such Person, directly or indirectly (including, without limitation, contractual
obligations of such Person), (v) all obligations under leases that constitute capital leases for which such Person is liable, (vi) all
obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether
such Person is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise
assures a creditor against loss and (vii) any property-assessed clean energy loans or similar indebtedness, including, without limitation,
if such loans or indebtedness are made or otherwise provided by any Governmental Authority and/or secured or repaid (directly or indirectly)
by any taxes or similar assessments.


 


“Indemnified
Parties” shall mean (a) Lender, (b) any successor owner or holder of the Loan or participations in the Loan, (c) any
Servicer or prior Servicer of the Loan, (d) any Investor or any prior Investor in any Securities, (e) any trustees, custodians
or other fiduciaries who hold or who have held a full or partial interest in the Loan for the benefit of any Investor or other third party,
(f) any receiver or other fiduciary appointed in a foreclosure or other Creditors Rights Laws proceeding, (g) any officers,
directors, shareholders, partners, members, employees, agents, servants, representatives, contractors, subcontractors, Affiliates or subsidiaries
of any and all of the foregoing, and (h) the heirs, legal representatives, successors and permitted assigns of any and all of the
foregoing (including, without limitation, any successors by merger, Division, consolidation or acquisition of all or a substantial portion
of the Indemnified Parties’ assets and business), in all cases whether during the term of the Loan or as part of or following a
foreclosure of the Loan, provided, however, in no event shall the foregoing be deemed to include any Person (other
than Lender or any Affiliate of Lender) that acquires the Collateral or any portion thereof (i) at a foreclosure sale or pursuant
to an assignment in lieu thereof or any similar transaction under applicable Legal Requirements or (ii) following an event described
in foregoing clause (i), from Lender or an Affiliate of Lender.


 






    11


     


    

 


“Independent Director”
shall have the meaning set forth in Section 5.2 hereof.


 


“Individual Material
Adverse Effect” shall mean, in respect of an Individual Property and/or any Individual Mortgage Borrower, any event or condition
that has a material adverse effect on (a) the use, operation, or value of the Individual Property, the Collateral related thereto
and/or the applicable Individual Mortgage Borrower, (b) the business, profits, operations or financial condition of the applicable
Individual Mortgage Borrower and/or Borrower, (c) the enforceability, validity, perfection or priority of the lien of the applicable
Security Instrument, the Pledge Agreement or the other Loan Documents and/or Mortgage Loan Documents, or (d) the ability of Borrower
to satisfy any of the material obligations under the Loan Documents applicable to Borrower or the ability of any Individual Mortgage Borrower
to satisfy any of the material obligations under the Mortgage Loan Documents applicable to such Individual Mortgage Borrower.


 


“Individual Mortgage
Borrower” shall have the meaning set forth in the Recitals hereto, together with each such Person’s successors and permitted
assigns.


 


“Individual Property”
shall have the meaning set forth in the Mortgage Loan Agreement.


 


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


 


“Intercreditor
Agreement” shall have the meaning set forth in Section 17.21 hereof.


 


“Interest
Accrual Period” shall mean, with respect to each Note, the period beginning on (and including) the sixth (6th) day
of each calendar month during the term of the Loan and ending on (and including) the fifth (5th) day of the next succeeding
calendar month. No Interest Accrual Period shall be shortened by reason of any payment of the Loan prior to the expiration of such
Interest Accrual Period.


 


“Interest Rate”
shall mean a rate per annum equal to five and three hundred seventeen thousandths percent (5.317%).


 


“Interest Shortfall”
shall mean, with respect to any repayment or prepayment of the Loan (including a repayment on the Maturity Date), the interest which would
have accrued on the Loan (absent such repayment or prepayment) from and including the date on which such repayment or prepayment occurs
through and including the last day of the Interest Accrual Period during which such repayment or prepayment occurs.


 






    12


     


    

 


“Investor”
shall mean any investor or potential investor in the Loan (or any portion thereof or interest therein) in connection with any Secondary
Market Transaction.


 


“IRS Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time or any successor statute.


 


“KYC Transfer”
shall mean a transfer of equity interest(s) in Borrower or Mortgage Borrower which results in a change of Control of Borrower or
Mortgage Borrower (or any controlling entity of Borrower or Mortgage Borrower) or the transferee owning an aggregate direct or indirect
equity interest in Borrower or Mortgage Borrower (or any controlling entity of Borrower or Mortgage Borrower) of (a) prior to a Securitization
of the entire Loan, 10% or more or (b) after a Securitization of the entire Loan, 20% or more, and in each case, such transferee
did not own an aggregate 10% or 20%, as applicable, direct or indirect equity interest in Borrower or Mortgage Borrower or did not control
Borrower or Mortgage Borrower (or any controlling entity of Borrower or Mortgage Borrower) prior to such transfer. The transferee under
a KYC Transfer is a “KYC Transferee.”


 


“KYC Transferee”
shall have the meaning set forth in the definition of “KYC Transfer.”


 


“Land”
shall mean, individually and/or collectively (as the context requires), the “Land” as defined in each applicable Security
Instrument.


 


“Lease”
shall have the meaning set forth in the Security Instrument; provided that in no event shall any PILOT Document or PILOT Lease
constitute a Lease.


 


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


 


“Lender”
shall have the meaning set forth in the introductory paragraph hereto.


 


“Letter of Credit”
shall mean an irrevocable, auto-renewing (if applicable), unconditional, transferable, clean sight draft standby letter of credit having
an initial term of not less than one (1) year and with automatic renewals for one (1) year periods (unless the obligation being
secured by, or otherwise requiring the delivery of, such letter of credit is required to be performed at least thirty (30) days prior
to the initial expiry date of such letter of credit), for which Borrower shall have no reimbursement obligation and which reimbursement
obligation is not secured by the Property, the Collateral or any other property pledged to secure the Note, in favor of Lender and entitling
Lender to draw thereon in New York, New York, based solely on a statement that Lender has the right to draw thereon executed by an officer
or authorized signatory of Lender. A Letter of Credit must be issued by an Approved Bank.


 






    13


     


    

 


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


 


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


 


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


 


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


 


“Loan Documents”
shall mean, collectively, this Agreement, the Note, the Pledge Agreement, the Environmental Indemnity, the Cash Management Agreement,
the Subordination of Management Agreement, the Guaranty, the Borrower’s Certification and all other documents executed and/or delivered
in connection with the Loan, as each of the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified
from time to time.


 


“Losses”
shall mean any and all losses, damages, costs, fees, expenses, claims, suits, judgments, awards, liabilities (including but not limited
to strict liabilities), obligations, debts, diminutions in value, fines, penalties, charges, amounts paid in settlement, foreseeable and
unforeseeable consequential damages, litigation costs and attorneys’ fees, in the case of each of the foregoing, of whatever kind
or nature and whether or not incurred in connection with any judicial or administrative proceedings, actions, claims, suits, judgments
or awards.


 


“Major Lease”
shall mean, with respect to any Individual Property, any Lease which (i) demises an aggregate square footage of five hundred thousand
(500,000) square feet or more at the applicable Individual Property or (ii) is entered into by a Tenant that is a Tenant under another
Lease at such Individual Property or that is an affiliate of any other Tenant under a Lease at such Individual Property if, pursuant to
such Leases, such Tenant (or such Tenant and its affiliate(s)) leases an aggregate square footage of five hundred thousand (500,000) square
feet or more at the applicable Individual Property, (iii) any Lease which is with an Affiliate of Borrower or of a Guarantor, as
Tenant or (iv) obligates Mortgage Borrower, as landlord thereunder, to make any tenant allowances in excess of, or to perform any
work or alterations the cost of which is reasonably anticipated to exceed, the Alteration Threshold with respect to the applicable Individual
Property (provided that such Lease shall be deemed not to be a Major Lease to the extent Mortgage Borrower deposits the amount
by which such tenant allowances or costs exceed the Alteration Threshold with Mortgage Lender in accordance with the Mortgage Loan Agreement).
Notwithstanding the foregoing, in no event shall any PILOT Document or PILOT Lease constitute a Major Lease.


 


“Majority Equity Transfer” shall
have the meaning set forth in Section 6.4 hereof.


 


“Management Agreement”
shall mean the management agreement entered into by and between Mortgage Borrower and Manager, pursuant to which Manager is to provide
management and other services with respect to each Individual Property, as the same may be amended, restated, replaced, extended, renewed,
supplemented or otherwise modified from time to time.


 






    14


     


    

 


“Manager”
shall mean The RMR Group LLC, a Maryland limited liability company, or such other entity selected as the manager of any applicable Individual
Property in accordance with the terms of this Agreement or the other Loan Documents.


 


“Material Action”
shall mean with respect to any Person, any action to consolidate, divide or otherwise engage in or permit any Division, or to institute
proceedings to have such Person be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings
against such Person or file a petition seeking, or consent to, reorganization or relief with respect to such Person under any applicable
federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of such Person or a substantial part of its property (except in connection with Lender’s election to
seek the appointment of a receiver, liquidator or any similar official or with the prior written consent of Lender), or make any assignment
for the benefit of creditors of such Person (except to Lender in connection with the Loan or at the request or with the consent of Lender),
or admit in writing such Person’s inability to pay its debts generally as they become due, or take action in furtherance of any
such action, or, to the fullest extent permitted by law, dissolve or liquidate such Person.


 


“Material Agreements”
shall mean any contract or other arrangement, whether written or oral, to which Borrower or Mortgage Borrower is a party or is bound (including
recorded encumbrances upon the Property), as to which (a)  the counterparty is an Affiliate of Borrower or Mortgage Borrower, or
(b) there is an obligation of Borrower or Mortgage Borrower to pay more than $500,000 per annum (unless cancelable on thirty (30)
days’ or less notice without requiring the payment of termination fees or payments of any kind (for the avoidance of doubt, payments
owed to a counterparty for performance through the date of termination are not “termination fees or payments of any kind”));
provided that Leases, the Loan Documents, the Mortgage Loan Documents, the Mezzanine B Loan Documents, the PILOT Leases and PILOT
Documents, the REAs, contracts entered into in connection with Approved Alterations, contracts with one-time payments entered into
in connection with Replacements, Unfunded Obligations and other tenant improvements and leasing commissions, contracts entered into with
respect to Immediate Repairs, loan documents, and insurance policies required by the Mortgage Loan Agreement shall not be Material Agreements
(provided, that such exclusion shall not be deemed to be a waiver of any of Lender’s rights with respect to any such documents
that are otherwise set forth in the Loan Documents).


 


“Maturity Date”
shall mean the Stated Maturity Date, or such other date on which the final payment of the principal amount of the Loan becomes due and
payable as herein provided, whether at the Stated Maturity Date, by declaration of acceleration, or otherwise.


 


“Maximum Legal Rate”
shall mean the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved,
charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of
such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.


 






    15


     


    

 


“Member”
is defined in Section 5.1 hereof.


 


“Mezzanine A Debt
Service Account” shall have the meaning set forth in the Mortgage Loan Agreement.


 


“Mezzanine B Borrower”
shall mean ILPT Mezz Fixed Borrower LLC, a Delaware limited liability company.


 


“Mezzanine B Debt
Service Account” shall have the meaning set forth in the Mortgage Loan Agreement.


 


“Mezzanine
B Lender” shall mean Citigroup Global Markets Realty Corp., a New York corporation, UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York, Bank of America, N.A., a national banking association, Bank of Montreal, a
Canadian chartered bank, and Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company, together with its successors
and assigns.


 


“Mezzanine B Loan”
shall mean that certain loan made as of the date hereof by Mezzanine B Lender to Mezzanine B Borrower in the original principal amount
of $80,000,000 and evidenced by the Mezzanine B Note.


 


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


 


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


 


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


 


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


 


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


 


“Minimum Experience”
shall mean that such Person (a) has at least ten (10) years’ experience in the ownership or management of properties with
similar size, scope, class, use and value as the Properties and (b) has, for at least ten (10) years prior to its acquisition
of an interest in the Properties, directly or indirectly, owned, operated or managed at least fifteen (15) properties similar in size,
scope, class, use and value as the Properties which comprise in the aggregate at least 3,500,000 leasable square feet.


 


“Monthly Debt Service
Payment Amount” shall mean for the First Monthly Payment Date and for each Monthly Payment Date occurring thereafter, a payment
equal to the amount of interest which has accrued and will accrue on each Note, in each case, during the Interest Accrual Period ending
immediately prior to such Monthly Payment Date computed at the Interest Rate.


 






    16


     


    

 


“Monthly Payment
Date” shall mean the First Monthly Payment Date and the sixth (6th) day of every calendar month occurring thereafter
during the term of the Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Cash Management Accounts” shall mean, collectively, the “Restricted Account” and the “Cash Management
Account” each as defined in the Mortgage Loan Agreement.


 


“Mortgage
Loan Cash Management Provisions” shall have the meaning set forth in Section 9.1(b) hereof.


 


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


 


“Mortgage Loan Event
of Default” shall mean an “Event of Default” as defined in the Mortgage Loan Agreement.


 


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


 


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


 


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


 


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


 


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


 


“MS” shall
have the meaning set forth in the introductory paragraph hereto.


 






    17


     


    

 


“Net
Liquidation Proceeds After Debt Service” shall mean, with respect to any Liquidation Event, all amounts paid to or received
by or on behalf of Borrower or Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of
any sale, refinancing or other disposition or liquidation, less (i) Mortgage Lender’s and/or Lender’s reasonable out-of-pocket
costs incurred in connection with the recovery thereof, (ii) the costs incurred by Mortgage Borrower and/or Borrower in connection
with a Restoration of all or any portion of the Property made in accordance with the Mortgage Loan Documents, (iii) amounts required
or permitted to be deducted therefrom, and amounts paid, pursuant to the Mortgage Loan Documents to Mortgage Lender, (iv) in the
case of a foreclosure sale, disposition or transfer of the Property in connection with realization thereon following a Mortgage Loan Event
of Default, such reasonable and customary costs and expenses of such sale, disposition or transfer (including reasonable attorneys’
fees and brokerage commissions), other than those incurred by Mortgage Borrower, (v) in the case of a foreclosure sale, such out-of-pocket
costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement
for under the terms of the Mortgage Loan Documents and (vi) in the case of a refinancing of the Mortgage Loan, such costs and expenses
(including reasonable attorneys’ fees) of such refinancing as shall be reasonably approved by Lender; provided, that in no
event shall Net Liquidation Proceeds After Debt Service include any amounts that are (x) applied to the Loan or the Mortgage Loan
in accordance with Section 2.7(a) hereof or Section 2.7(a) of the Mortgage Loan Agreement and (y) distributed
to the Mortgage Borrower in accordance with Sections 2.7(b) or 7.4 of the Mortgage Loan Agreement.


 


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


 


“Net
Worth” shall mean, as of any date of determination, an amount equal to the aggregate of:


 


(a)           the
total assets of the applicable entity (exclusive of the Properties) whose Net Worth is being calculated (including (x) Uncalled Capital
Commitments (less the outstanding principal balance of any subscription line or other credit line that is secured directly or indirectly
by all or a portion of such Uncalled Capital Commitments)) and (y) any cash deposits made by such entity held by a seller of a property
pursuant to a purchase and sale agreement with respect to such property until and unless such deposit is (i) forfeited or (ii) applied
toward the applicable purchase price under such purchase and sale agreement and otherwise determined in accordance with GAAP (or such
other method of accounting reasonably acceptable to Lender), minus


 


(b)           the
total liabilities of such entity (including under any of the Guaranties but excluding the Debt related to the Properties) determined in
accordance with GAAP (or such other method of accounting reasonably acceptable to Lender).


 


As used in this definition of “Net Worth,”
 “Uncalled Capital Commitments” shall mean the amount of any available uncalled capital commitments of the applicable entity
that are payable in cash, are required to be contributed to such entity and that are callable on a current basis from any direct or indirect
investor (whether foreign or domestic) that (i) is not subject to a proceeding under the Bankruptcy Code and (ii) is not in
default under a material provision of their respective subscription agreements, limited partnership agreement of such entity or any other
agreement related to the making of such capital contributions.


 



    18


     


    

 


“New Manager”
shall mean any Person replacing or becoming the assignee of the then current Manager, in each case, in accordance with the applicable
terms and conditions hereof.


 


“New Non-Consolidation
Opinion” shall mean a substantive non-consolidation opinion provided by Locke Lord LLP or another outside counsel reasonably
acceptable to Lender and the Rating Agencies and otherwise in substantially the same form and substance as the Non-Consolidation Opinion
or otherwise in form and substance reasonably acceptable to Lender and the Rating Agencies.


 


“Non-Consolidation
Opinion” shall mean that certain substantive non-consolidation opinion delivered to Lender by Locke Lord LLP in connection with
the closing of the Loan.


 


“Note”
shall mean, collectively, Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5.


 


“Note
A-1” shall mean that certain Mezzanine A Promissory Note A-1 of even date herewith in the principal amount of $78,120,411.25,
made by Borrower in favor of Citi, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Note
A-2” shall mean that certain Mezzanine A Promissory Note A-2 of even date herewith in the principal amount of $58,333,332.75,
made by Borrower in favor of UBS AG, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Note
A-3” shall mean that certain Mezzanine A Promissory Note A-3 of even date herewith in the principal amount of $12,848,752.00,
made by Borrower in favor of BANA, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Note
A-4” shall mean that certain Mezzanine A Promissory Note A-4 of even date herewith in the principal amount of $12,848,752.00,
made by Borrower in favor of BMO, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Note
A-5” shall mean that certain Mezzanine A Promissory Note A-5 of even date herewith in the principal amount of $12,848,752.00,
made by Borrower in favor of MS, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


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


 


“Officer’s
Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by Responsible Officer of Borrower.


 


“Open Prepayment
Date” shall mean the Monthly Payment Date occurring in September 2031.


 


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


 






    19


     


    

 


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


 


“PACE Debt” means any amounts
owed in respect of energy retrofit lending programs, commonly known as “PACE Loans”. For avoidance of doubt, PACE Debt is
not permitted Debt and liens securing PACE Debt are not Permitted Encumbrances.


 


“Participant Register” shall
have the meaning set forth in Section 11.7 hereof.


 


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


 


“Payment Recipient”
shall have the meaning set forth in Section 17.24 hereof.


 


“Payor Party”
shall have the meaning set forth in Section 17.24 hereof.


 


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


 


“Permitted Assumption” shall
have the meaning set forth in Section 6.4 hereof.


 


“Permitted Encumbrances”
shall mean, (1) with respect to Mortgage Borrower and/or each Individual Property, collectively, (a) the lien and security interests
created by the Mortgage Loan Agreement and the other Mortgage Loan Documents, (b) all liens, encumbrances and other matters disclosed
in the applicable Title Insurance Policy, (c) liens, if any, for taxes imposed by any Governmental Authority not yet due or delinquent
and (d) existing Leases and new Leases entered into in accordance with the Mortgage Loan Agreement and this Agreement, (e) any
Permitted Equipment Leases, (f) each REA, PILOT Lease and PILOT Document, (g) the lien and security interests created by this
Agreement and the other Loan Documents and the lien and security interests created by the Mezzanine B Loan Agreement and the other Mezzanine
B Loan Documents and (h) such other title and survey exceptions as Mortgage Lender has approved or may approve in writing in Mortgage
Lender’s sole discretion, and (2) with respect to Borrower and/or the Loan, (a) the lien and security interests created
by this Agreement and the other Loan Documents and (b) all liens, encumbrances and other matters disclosed in the UCC title insurance
policy relating to the Equity Interests issued on the date hereof.


 


“Permitted Equipment
Leases” shall mean equipment leases or other similar instruments entered into with respect to the Personal Property; provided,
that, in each case, such equipment leases or similar instruments (i) are entered into on commercially reasonable terms and conditions
in the ordinary course of Mortgage Borrower’s business and (ii) relate to Personal Property which is (A) used in connection
with the operation and maintenance of the applicable Individual Property in the ordinary course of Mortgage Borrower’s business
and (B) readily replaceable without material interference or interruption to the operation of the applicable Individual Property.


 


“Permitted Equity
Transfer” shall have the meaning set forth in Section 6.3 hereof.


 






    20


     


    

 


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


 


(a)          the
following obligations of, or the following obligations directly and unconditionally guaranteed as to principal and interest by, the U.S.
government or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States
of America and have maturities not in excess of one year:


 


(i)             U.S
Treasury obligations (all direct or fully guaranteed obligations);


 


(ii)           U.S.
Department of Housing and Urban Development public housing agency bonds (previously referred to as local authority bonds);


 


(iii)          Federal
Housing Administration debentures;


 


(iv)          Government
National Mortgage Association (GNMA) guaranteed mortgage-bank securities or participation certificates;


 


(v)           RefCorp
debt obligations; and


 


(vi)          SBA-guaranteed
participation certificates and guaranteed pool certificates;


 


(b)          federal
funds, unsecured certificates of deposit, time deposits, banker’s acceptances, and repurchase agreements having maturities of not
more than 90 days of any commercial bank organized under the laws of the United States of America or any state thereof or the District
of Columbia, the short-term debt obligations of which are rated (a) “A-1+” (or the equivalent) by S&P and, if it
has a term in excess of three months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by S&P,
and that (1) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator)
and (2) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000, (b) in one of the following Moody’s
rating categories: (1) for maturities less than one month, a long-term rating of “A2” or a short-term rating of “P-1”,
(2) for maturities between one and three months, a long-term rating of “A1” and a short-term rating of “P-1”,
(3) for maturities between three months to six months, a long-term rating of “Aa3” and a short-term rating of “P-1”
and (4) for maturities over six months, a long-term rating of “Aaa” and a short-term rating of “P-1”, or
such other ratings as confirmed in a Rating Agency Confirmation and (c) in one of the following Fitch rating categories: (1) for
maturities less than three months, a long term rating of “A” and a short term rating of “F-1” and (2) for
maturities greater than three months, a long-term rating of “AA-” and a short term rating of “F-1+”;


 


(c)          deposits
that are fully insured by the Federal Deposit Insurance Corp.;


 






    21


     


    

 


 


(d)          commercial
paper rated (a) “A–1+” (or the equivalent) by S&P and having a maturity of not more than 90 days, (b) in
one of the following Moody’s rating categories: (i) for maturities less than one month, a long-term rating of “A2”
or a short-term rating of “P-1”, (ii) for maturities between one and three months, a long-term rating of “A1”
and a short-term rating of “P-1”, (iii) for maturities between three months to six months, a long-term rating of “Aa3”
and a short-term rating of “P-1” and (iv) for maturities over six months, a long-term rating of “Aaa” and
a short-term rating of “P-1” and (c) in one of the following Fitch rating categories: (1) for maturities less than
three months, a long term rating of “A” and a short term rating of “F-1” and (2) for maturities greater than
three months, a long-term rating of “AA-” and a short term rating of “F-1+”; and


  


(e)           such
other investments as to which each Rating Agency shall have delivered a Rating Agency Confirmation.


 


Notwithstanding
the foregoing, “Permitted Investments” (i) shall exclude any security with the S&P’s “r” symbol
(or any other Rating Agency’s corresponding symbol) attached to the rating (indicating high volatility or dramatic fluctuations
in their expected returns because of market risk), as well as any mortgage-backed securities and any security of the type commonly known
as “strips”; (ii) shall be limited to those instruments that have a predetermined fixed dollar of principal due at maturity
that cannot vary or change; (iii) shall only include instruments that qualify as “cash flow investments” (within the
meaning of Section 860G(a)(6) of the IRS Code); (iv) shall only include assets that are described as qualifying
assets under Section 856(c)(4)(A) of the IRS Code; and (v) shall exclude any investment where the right to receive principal
and interest derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of
such underlying investment. Interest may either be fixed or variable, and any variable interest must be tied to a single interest rate
index plus a single fixed spread (if any), and move proportionately with that index. No investment shall be made which requires a payment
above par for an obligation if the obligation may be prepaid at the option of the issuer thereof prior to its maturity. All investments
shall mature or be redeemable upon the option of the holder thereof on or prior to the earlier of (x) three months from the date
of their purchase and (y) the Business Day preceding the day before the date such amounts are required to be applied hereunder.


 


“Permitted
Transfer” shall mean any of the following: (a) intentionally omitted, (b) any transfer, directly as a result of the
legal incapacity of a natural person, of stock, membership interests, partnership interests or other ownership interests previously held
by such natural person to the Person or Persons lawfully entitled thereto, (c) any transfer of any direct or indirect interest in
an Affiliated Manager if such transfer does not otherwise result in a transfer of an interest in Borrower that is not permitted hereunder,
(d) any transfer permitted without the consent of Lender pursuant to the provisions of Section 6.3, or Section 6.4,
(e) any Lease of space in any of the Improvements to Tenants in accordance with (or that is not restricted by) the provisions of
Section 4.14, (f) Permitted Encumbrances, (g) the release of any Property or portion thereof (or an Unencumbered
Borrower) in connection with a release in accordance with Section 2.7(b), Section 2.10 or Section 7.4,
(h) the acquisition by the applicable Mortgage Borrower of fee title to any PILOT Property in accordance with the terms and conditions
of the applicable PILOT Lease and this Agreement and (i) (1) any issuance of “accommodation shares” by (or
any transfer of “accommodation shares” in) any direct or indirect owner of Mezzanine B Borrower that has elected (or intends
to elect) to be treated as a REIT (for purposes of this provision, “accommodation shares” shall mean up to $50,000 in preferred
shares issued by such Person to enable such Person to satisfy the 100 shareholder requirement under Section 856(a) of the IRS
Code (or such greater amount as hereinafter may be required under Section 856 of the IRS Code)), or (2) the redemption of
such “accommodation shares” by the Person who issued said shares, or their successor in interest.


 






    22


     


    

 


“Person”
shall mean any individual, corporation (including a business trust), partnership, joint venture, joint stock company, limited liability
company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department, political
subdivision or agency thereof and any other entity and, in each case, any fiduciary acting in such capacity on behalf of any of the foregoing.


 


“Personal Property”
shall mean, individually and/or collectively (as the context requires), the “Personal Property” of the Mortgage Borrower (but
not any Tenant) as defined in each applicable Security Instrument.


 


“PILOT Bonds”
shall mean, individually and/or collectively, any taxable revenue bond or similar bond issued by a PILOT Lessor in favor of any Individual
Mortgage Borrower in connection with the PILOT Lease or other PILOT Document.


 


“PILOT Documents”
shall mean, individually and/or collectively, any documents executed (other than a PILOT Lease and including any PILOT Bonds) in connection
with any PILOT Lease and any other documents granting an abatement or benefit with respect to Taxes in favor of an Individual Mortgage
Borrower, an Individual Property (or any portion thereof) or the Tenant under a Lease with respect to such Individual Property, in each
case, described on Schedule VII hereto.


 


“PILOT Lease”
shall mean each of the PILOT leases described on Schedule VII hereto pursuant to which the applicable Individual Mortgage Borrower
owns a leasehold interest in its Individual Property (or any portion thereof).


 


“PILOT Lessor”
shall mean each lessor under a PILOT Lease, as described on Schedule VII hereto.


 


“PILOT Property”
or “PILOT Properties” shall mean those certain Individual Properties demised by each of the PILOT Leases or subject
to a PILOT Document as set forth on Schedule VII hereto.


 


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


 


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


 


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


 


“Previously-Owned
Property” shall mean the property set forth on Schedule VI hereto.


 


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


 






    23


     


    

 


“Prohibited Person”
shall mean any Person if, at the time as of which a determination is required under the terms of this Agreement:


 


(a)           such
Person is a Prohibited Entity;


 


(b)           such
Person has the benefit of sovereign immunity (unless such Person has waived such sovereign immunity in writing);


  


(c)           such
Person, or any Person that Controls such Person, is, or has been within the last seven (7) years, a party to any bankruptcy proceedings,
voluntary or involuntary, made an assignment for the benefit of creditors or taken advantage of any insolvency act, or any act for the
benefit of debtors;


 


(d)           such
Person, or any Person that Controls such Person or is Controlled by such Person, has ever been convicted of, or pleaded guilty to, a felony
relating to financial crimes involving dishonesty, fraud or moral turpitude or has been found liable in a final non-appealable judgment
to have attempted to hinder, delay or defraud creditors;


 


(e)           such
Person (or any Affiliate thereof) is listed in the annex to, or who is otherwise subject to the provisions of, Executive Order No. 13224
on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons
Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”);


 


(f)            such
Person (or any Affiliate thereof) is owned or Controlled by, or acting for or on behalf of, any person or entity that is listed in the
annex to, or is otherwise subject to the provisions of, the Executive Order;


 


(g)           such
Person (or any Affiliate thereof) is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering
law, including the Executive Order;


 


(h)           such
Person (or any Affiliate thereof) commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive
Order; or


 


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


 


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


 


“Property”
and “Properties” shall, individually and/or collectively (as the context requires), have the meaning set forth in Recitals
to this Agreement.


 


“Property Document”
shall mean, individually or collectively (as the context may require), the REAs and any other material agreements affecting any Individual
Property or portion thereof and set forth in the Borrower’s Certification.


 






    24


     


    

 


“Property Document
Event” shall mean any event which (a) would, directly or indirectly, reasonably be expected to have an Individual Material
Adverse Effect on any Individual Property, the Tenant’s obligations under its Lease or the Mortgage Borrower’s liability with
respect to such Individual Property and (b) is the result of any act or omission (where there was an affirmative obligation to act)
of Mortgage Borrower with respect to the applicable Property Document.


 


“Pro Rata Share” means, as to
any co-Lender, the ratio, expressed as a percentage of (a) the sum of the unpaid principal amount of the Loan owing to such co-Lender
as of such date to (b) the sum of the aggregate unpaid principal amount of the Loan as of such date.


 


“Provided Information”
shall mean any information provided by or on behalf of any Borrower Party in connection with the Mortgage Loan, the Loan and the Mezzanine
B Loan and related to the Property, the Collateral, the Collateral (as defined in the Mezzanine B Loan Agreement), such Borrower Party
and/or any related matter or Person.


 


“Public Sale”
shall mean (a) the Sale or Pledge in one or a series of transactions, of all or a portion of the indirect legal or beneficial interests
in Borrower to a Qualified Public Company, or (b) the Sale or Pledge in one or a series of transactions, through which any indirect
owner of a legal or beneficial interest in Borrower becomes, or is merged with or into, a Qualified Public Company.


 


“Public Vehicle”
shall mean a Person whose securities are listed and traded on (i) the New York Stock Exchange, AMEX, NASDAQ, or another nationally
recognized securities exchange or (ii) the Frankfurt Stock Exchange, the London Stock Exchange, Euronext, the Luxembourg Stock Exchange,
the Hong Kong Stock Exchange, the Singapore Exchange, the Shanghai Stock Exchange, the Tokyo Stock Exchange or the Korea Exchange (KRX),
and shall include a majority owned subsidiary of any such Person or any operating partnership through which such Person conducts all or
substantially all of its business.


 


“Publicly
Traded Shares” means securities that are listed and traded on (i) the New York Stock Exchange, AMEX, NASDAQ, or
another nationally recognized securities exchange or (ii) the Frankfurt Stock Exchange, the London Stock Exchange, Euronext, the
Luxembourg Stock Exchange, the Hong Kong Stock Exchange, the Singapore Exchange, the Shanghai Stock Exchange, the Tokyo Stock Exchange
or the Korea Exchange (KRX).


 


“Qualified Equityholder”
shall mean any of the following:


 


(a)          a pension fund, pension
trust or pension account, a government entity or plan, a sovereign fund, an investment fund or an institution or fund substantially similar
to any of the foregoing that immediately prior to such transfer owns, directly or indirectly, total real estate assets of at least $1,000,000,000
(exclusive of the Properties);


 


(b)          a pension fund advisor
or similar fiduciary who (i) immediately prior to such transfer, controls, directly or indirectly, at least $1,000,000,000 of real
estate assets (exclusive of the Properties) and (ii) is acting on behalf of one or more pension funds that, in the aggregate, satisfy
the requirements of clause (a) of this definition;


 






    25


     


    

 


(c)          an insurance company
which is subject to supervision by the insurance commissioner, or a similar official or agency, of a state or territory of the United
States (including the District of Columbia) (i) with a net worth, determined as of a date no more than six (6) months prior
to the date of the transfer of at least $750,000,000 and (ii) who, immediately prior to such transfer, controls, directly or indirectly,
real estate assets of at least $1,000,000,000 (exclusive of the Properties);


 


(d)          a corporation organized
under the banking laws of the United States or any state or territory of the United States (including the District of Columbia) (i) with
a combined capital and surplus of at least $750,000,000 (exclusive of the Properties) and (ii) who, immediately prior to such transfer,
controls, directly or indirectly, real estate assets of at least $1,000,000,000 (exclusive of the Properties);


 


(e)          any Person (i) who,
directly or indirectly, owns or operates commercial properties with similar or better quality tenant profiles as the Property totaling
not less than 3,500,000 square feet (exclusive of the Properties), (ii) who has a net worth, determined as of a date no more than
six (6) months prior to the date of such transfer, of at least $750,000,000 and (iii) who, immediately prior to such transfer,
controls, directly or indirectly, real estate assets of at least $1,000,000,000 (exclusive of the Properties);


 


(f)           any real estate investment
trust or other investment vehicle which (i) is a publicly traded entity listed on the NASDAQ or another nationally recognized stock
exchange, (ii) is managed and/or Controlled by RMR LLC or its Affiliate, and (iii) who, immediately prior to such transfer,
has a market capitalization equal to or in excess $750,000,000 (exclusive of the Properties) and shall include any operating partnership
through which such Person conducts all or substantially all of its business;


 


(g)          any Person in which
more than fifty percent (50%) of the ownership interests are owned directly or indirectly by any of the entities listed in subsections (a) through (f) of
this definition of “Qualified Equityholder”, or any combination of more than one such entity, and which is Controlled directly
or indirectly by such entity or entities;


 


(h)          any Person in which
more than twenty percent (20%) of the ownership interests are owned directly or indirectly by any of the entities listed in subsections (a) or (b) of
this definition of “Qualified Equityholder”, or any combination of both such entities, and which is Controlled directly or
indirectly by such entity or entities;


 


(i)           any other entity
reasonably acceptable to Lender (which, after a Securitization of any portion of the Loan, may be conditioned upon Lender’s receipt
of a Rating Agency Confirmation in connection with such transferee); or


 


(j)           any Mezzanine B Lender
(or its designee) upon its acquisition of the equity interest in Borrower through foreclosure or transfer in lieu of foreclosure, in each
case, in accordance with the intercreditor agreement between Lender, Mortgage Lender and Mezzanine B Lender.


 






    26


     


    

 


Notwithstanding
the foregoing, no Person shall be deemed to be a Qualified Equityholder unless such Person has the Minimum Experience (provided
that a Qualified Equityholder described in clause (j) above shall not be required to have the Minimum Experience) or if such
Person is a Prohibited Person.


  


“Qualified Management
Agreement” shall mean, collectively, (a) either (i) a management agreement with a Qualified Manager substantially
in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management
agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii),
Lender, at its option, after a rated Securitization, may require that Borrower obtain a Rating Agency Confirmation in respect of such
management agreement and (b) an assignment of management agreement and subordination of management fees substantially in the form
delivered to Lender in connection with the closing of the Loan (or of such other form and substance reasonably acceptable to Lender),
in each case, executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.


 


“Qualified Manager”
shall mean (a) The RMR Group LLC or any successor thereto or wholly owned subsidiary thereof, (b) a management organization
otherwise reasonably acceptable to Lender; provided, that, with respect to clause (b), (i) if required by Lender following
a rated Securitization, Borrower shall have obtained a Rating Agency Confirmation in respect of the management of the Properties by such
Person and (ii) if such Person is an Affiliate of Borrower, Borrower shall have delivered to Lender a New Non-Consolidation Opinion,
reasonably acceptable to Lender and to the extent a rated Securitization has occurred, the Rating Agencies. Notwithstanding the foregoing,
no Person shall be a Qualified Manager if such Person is a Prohibited Person.


 


“Qualified Public Company” shall
mean a Public Vehicle with a market capitalization equal to or exceeding $750,000,000 (exclusive of the Properties) as of the date of
the Public Sale.


 


“Rating Agencies”
shall mean each of S&P, Moody’s, Fitch and any other nationally-recognized statistical rating agency designated by Lender (and
any successor to any of the foregoing) in connection with and/or in anticipation of any Secondary Market Transaction.


 


“Rating Agency Condition”
shall be deemed to exist if (i) any Rating Agency fails to respond to any request for a Rating Agency Confirmation with respect to
any applicable matter or otherwise elects (orally or in writing) not to consider any applicable matter or (ii) Lender (or its Servicer)
is not required to and/or elects not to obtain (or cause to be obtained) a Rating Agency Confirmation with respect to any applicable matter,
in each case, pursuant to and in compliance with any pooling and servicing agreement(s) or similar agreement(s), in each case, relating
to the servicing and/or administration of the Loan.


 


“Rating Agency Confirmation”
shall mean (i) prior to a Securitization or if the Rating Agency Condition exists, that Lender has (in consultation with the Rating
Agencies (if required by Lender)) approved the matter in question in writing based upon Lender’s good faith determination of applicable
Rating Agency standards and criteria and (ii) from and after a Securitization (to the extent the Rating Agency Condition does not
exist), a written affirmation from each of the Rating Agencies that rates the Securities (obtained at Borrower’s sole cost and expense)
that the credit rating of the Securities by such Rating Agency immediately prior to the occurrence of the event with respect to which
such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event,
which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion.


 






    27


     


    

 


“REA” or
 “Reciprocal Easement Agreement” shall mean the reciprocal easement agreements or similar agreements affecting any Individual
Property or portion thereof and set forth in the Borrower’s Certification.


 


“Register”
shall have the meaning set forth in Section 11.7 hereof.


 


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


 


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


 


“REIT”
shall mean a corporation or other Person that is or elects (or intends to so elect beginning with its 2022 taxable year) to be a real
estate investment trust for federal income tax purposes.


 


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


 


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


 


“Release Amount”
shall mean, for an Individual Property, the lesser of:


 


		(a)	the Debt; or



 


		(b)	an amount equal to the Allocated Loan Amount for such Individual Property set forth on Schedule V
multiplied by one hundred and fifteen percent (115%).



 


“Release Property”
shall have the meaning set forth in Section 2.10(a) hereof.


 


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


 


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


 


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


 






    28


     


    

 


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


 


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


 


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


 


“Replacement Cash
Management Agent” shall mean any successor to Servicer that is an Eligible Institution and either (a) assumes the obligations
of the Cash Management Agent being replaced under the then-existing Cash Management Agreement or (b) executes and delivers a Replacement
Cash Management Agreement, in each case, acting in such Person’s capacity as cash management bank under the Replacement Cash Management
Agreement.


 


“Replacement Cash
Management Agreement” shall mean any cash management agreement entered into by and among Borrower, Lender, Mortgage Borrower,
Mortgage Lender, Mezzanine B Borrower, Mezzanine B Lender and a Replacement Cash Management Agent, provided that such cash management
agreement is in form and substance substantially similar to the Closing Date Cash Management Agreement or is otherwise in form and substance
reasonably acceptable to Lender, Borrower, Mortgage Lender, Mortgage Borrower, Mezzanine B Borrower and Mezzanine B Lender.


 


“Replacement
Guarantor” shall have the meaning set forth in Section 6.4 hereof.


 


“Replacement Guaranty” shall
have the meaning set forth in Section 6.4 hereof.


 


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


 


“Reporting Failure”
shall have the meaning set forth in Section 4.12 hereof.


 


“Required Financial
Item” shall have the meaning set forth in Section 4.12 hereof.


 


“Required Rating”
means (i) a rating of not less than “A-1” (or its equivalent) from each of the Rating Agencies that rates the Securities
if the term of such Letter of Credit is no longer than three (3) months or if the term of such Letter of Credit is in excess of three
(3) months, a rating of not less than “AA-” (or its equivalent) from each of the Rating Agencies that rates the Securities
or (ii) such other rating with respect to which Lender shall have received a Rating Agency Confirmation.


 


“Reserve Accounts”
shall mean each escrow account (if any) established by this Agreement or the other Loan Documents.


 






    29


     


    

 


“Reserve Funds”
shall mean any escrow funds established by this Agreement or the other Loan Documents.


 


“Resolution Authority” shall
mean an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible Officer”
means with respect to a Person, any authorized officer of such Person, including, without limitation, the chairman of the board, president,
chief operating officer, chief financial officer, treasurer or vice president of such Person or such other similar officer of such Person.


 


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


 


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


 


“RMR LLC”
shall mean The RMR Group LLC, a Maryland limited liability company.


 


“Sale or Pledge”
shall have the meaning set forth in Section 6.1 hereof.


 


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


 


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


 


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


 


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


 


“Satisfactory
Search Results” shall mean the results of Lender’s customary “know your customer”, credit history check, litigation,
lien, bankruptcy, judgment and other similar searches with respect to the applicable transferee and its applicable affiliates, in each
case, (i) revealing no matters which would have an Individual Material Adverse Effect on any Individual Property or Collateral or
an Aggregate Material Adverse Effect and (ii) yielding results which are otherwise acceptable to Lender in its reasonable discretion.
Borrower shall pay all of Lender’s costs, fees and expenses in connection with the foregoing.


 


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


 


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


 


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


 


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


 


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


 


“Security Documents”
shall mean, collectively, (i) the Pledge Agreement, (ii) a consent to such Pledge Agreement by each Mortgage Borrower and any
Mortgage SPE Component Entity, (iii) all Uniform Commercial Code financing statements required by this Agreement to be filed with
respect to the security interests in personal property created pursuant to the Pledge Agreement, from time to time, and (iv) all
other documents and agreements executed or delivered to Lender by Borrower in connection with any of the foregoing documents.


 






    30


     


    

 


“Security Instrument”
and “Security Instruments” shall, individually and/or collectively (as the context requires), have the meaning set
forth in the Recitals to this Agreement.


 


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


 


“Severed Loan Documents”
shall have the meaning set forth in Section 10.2 hereof.


 


“Significant Obligor”
shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act.


 


“SPE Component Entity”
shall have the meaning set forth in Section 5.1 hereof.


 


“Special Member”
is defined in Section 5.1 hereof.


 


“Special Purpose
Entity” shall mean an entity whose structure and organizational and governing documents satisfy the requirements of Section 5.1
hereof.


 


“Sponsor”
shall mean Industrial Logistics Properties Trust, a Maryland real estate investment trust.


 


“S&P”
shall mean S&P Global Ratings, a Standard & Poor’s Financial Services LLC business.


 


“State”
shall mean, with respect to an Individual Property or the Collateral, as applicable, the State or Commonwealth in which such Individual
Property or the Collateral or any part thereof is located.


 


“Stated Maturity
Date” shall mean the Monthly Payment Date occurring in March 2032.


 


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


 


“Substitute
Cash Management Accounts” shall have the meaning set forth in Section 9.1(b) hereof.


 


“Successor Property
Owner” shall mean a “Transferee” as defined in the Mortgage Loan Agreement.


 


“Survey”
shall mean, individually or collectively (as the context requires), each survey of each Individual Property certified and delivered to
Lender in connection with the closing of the Loan.


 






    31


     


    

 


“Taxes”
shall mean all taxes, levies, imposts, duties, deductions, withholdings (including any backup withholding) assessments, fees, water rates,
sewer rents, and other governmental impositions, including, without limitation, vault charges and license fees for the use of vaults,
chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof and
including any interest, additions to tax or penalties applicable thereto.


 


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


 


“Tenant Funded Alterations”
shall mean Alterations permitted pursuant to the terms of a Lease that are paid or reimbursed in their entirety by the Tenant thereunder,
excluding any Alteration that (a) requires Mortgage Borrower’s consent in connection therewith under the applicable Lease and
(b) exceeds the Alteration Threshold.


 


“Title Insurance
Policy” shall mean those certain ALTA mortgagee title insurance policies issued with respect to each Individual Property and
insuring the lien of the Security Instruments.


 


“Transferee”
shall have the meaning set forth in Section 6.4 hereof.


 


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


 


“UBS AG”
shall have the meaning set forth in the introductory paragraph hereto.


 


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


 


“UK Financial Institution”
shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United
Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


“UK Resolution Authority”
shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial
Institution.


 


“Unanimous Decisions” shall
have the meaning set forth in Section 17.22(c) hereof.


 


“Underwritten
Net Operating Income” shall have the meaning set forth in the Mortgage Loan Agreement.


 


“Unencumbered Borrower”
shall have the meaning set forth in Section 2.10(f) hereof.


 


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


 






    32


     


    

 


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


 


“U.S. Obligations”
shall mean direct full faith and credit obligations of the United States of America that are not subject to prepayment, call or early
redemption.


 


“Waived Cash Management
Accounts” shall have the meaning set forth in Section 9.1(b) hereof.


 


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


 


“Waived Reserve Funds”
shall have the meaning set forth in Section 8.1(b) hereof.


 


“Waived Restoration
Provisions” shall have the meaning set forth in Section 7.4(b) hereof.


 


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


 


“Write-Down and Conversion
Powers” shall mean (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.


 


“Yield Maintenance
Premium” shall mean an amount equal to the greater of (a) an amount equal to 0.5% of the amount prepaid; or (b) an
amount equal to the present value as of the date on which the prepayment is made of the Calculated Payments (as defined below) from the
date on which the prepayment is made through the Open Prepayment Date determined by discounting such payments at the Discount Rate (as
defined below). As used in this definition, the term “Calculated Payments” shall mean the monthly payments of interest
only which would be due based on the principal amount of the Loan being prepaid on the date on which prepayment is made and assuming an
interest rate per annum equal to the difference (if such difference is greater than zero) between (y) the Interest Rate and (z) the
Yield Maintenance Treasury Rate (as defined below). As used in this definition, the term “Discount Rate” shall mean
the rate which, when compounded monthly, is equivalent to the Yield Maintenance Treasury Rate (as defined below), when compounded semi-annually.
As used in this definition, the term “Yield Maintenance Treasury Rate” shall mean the yield calculated by Lender by
the linear interpolation of the yields, as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under
the heading “U.S. Government Securities/Treasury Constant Maturities” for the week ending prior to the date on which prepayment
is made, of U.S. Treasury Constant Maturities with maturity dates (one longer or one shorter) most nearly approximating the Open Prepayment
Date. In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Yield Maintenance
Treasury Rate. In no event, however, shall Lender be required to reinvest any prepayment proceeds in U.S. Treasury obligations or otherwise.
Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. Lender’s calculation
of the Yield Maintenance Premium shall be conclusive absent manifest error.


 






    33


     


    

 


Section 1.2.           Principles
of Construction.


 


All
references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. Any reference in
this Agreement or in any other Loan Documents to any Loan Documents shall be deemed to include references to such documents as the same
may hereafter be amended, modified, supplemented, extended, replaced and/or restated from time to time (and, in the case of any note or
other instrument, to any instrument issued in substitution therefor). All uses of the word “including” shall mean “including,
without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally
applicable to both the singular and plural forms of the terms so defined. References herein to (x) “the Property or
any portion thereof” and words of similar import shall be deemed to refer, as applicable, to any portion of the Property taken as
a whole (including any Individual Property) and any portion of any Individual Property or (y) “the Collateral or any portion
thereof” and words of similar import shall be deemed to refer, as applicable, to any portion of the Collateral taken as a whole.


 


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


 


Notwithstanding anything to
the contrary contained herein, including references to the Mortgage Loan or Mezzanine B Loan or to capitalized terms being defined in
the Mortgage Loan Documents or the Mezzanine B Loan Documents: (i) nothing herein creates any obligation of Borrower with respect
to any of the Mortgage Loan Documents or Mezzanine B Loan Documents and Borrower has no obligation to comply with and shall not be liable
under any Mortgage Loan Document or Mezzanine B Loan Document; (ii) nothing herein creates any obligation of Mortgage Borrower with
respect to any of the Loan Documents or the Mezzanine B Loan Documents, and Mortgage Borrower has no obligation to comply with and shall
not be liable under any Loan Document or any Mezzanine B Loan Document; and (iii) nothing herein creates any obligation of Mezzanine
B Borrower with respect to any of the Loan Documents or the Mortgage Loan Documents, and Mezzanine B Borrower has no obligation to comply
with and shall not be liable under any Loan Document or any Mortgage Loan Document.


 


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


 






    34


     


    

 


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


 


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


 


ARTICLE 2


 


GENERAL
TERMS


 


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


 


Section 2.2.           The
Loan. Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to
make and Borrower hereby agrees to accept the Loan on the Closing Date.


 


Section 2.3.           Disbursement
to Borrower. Borrower may request and receive only one borrowing hereunder in respect of the
Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be re-borrowed.


 


Section 2.4.           The
Note and the Other Loan Documents. The Loan shall be evidenced by the Note and this Agreement
and secured by this Agreement and the other Loan Documents.


 






    35


     


    

 


Section 2.5.           Interest
Rate.


 


(a)           Generally.
Interest on the outstanding principal balance of the Loan shall accrue from the Closing Date at the Interest Rate until repaid in accordance
with the applicable terms and conditions hereof.


 


(b)           Intentionally
Omitted.


 


(c)           Default
Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, (i) the then outstanding
principal balance of the Loan and, to the extent permitted by applicable law, overdue unpaid interest in respect of the Loan, shall each
accrue interest at the Default Rate, calculated from the date the applicable Event of Default occurred, (ii) without limitation of
any rights or remedies contained herein and/or in any other Loan Document, any interest accrued at the Default Rate in excess of the interest
component of the Monthly Debt Service Payment Amount shall, to the extent not already paid and/or due and payable hereunder, be due and
payable on each Monthly Payment Date and (iii) all references herein and/or in any other Loan Document to the “Interest Rate”
shall be deemed to refer to the Default Rate.


 


(d)           Interest
Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number
of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day
year (that is, the Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the
outstanding principal balance. The accrual period for calculating interest due on each Monthly Payment Date shall be the Interest Accrual
Period ending immediately prior to such Monthly Payment Date. Borrower understands and acknowledges that such interest accrual requirement
results in more interest accruing on the Loan than if either a thirty (30) day month and a three hundred sixty (360) day year or the actual
number of days and a three hundred sixty-five (365) day year were used to compute the accrual of interest on the Loan.


 


(e)           Usury
Savings. This Agreement and the other Loan Documents are subject to the express condition that at no time shall Borrower be required
to pay interest on the principal balance of the Loan (including, to the extent applicable, any prepayment premium and/or penalty) at a
rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If by
the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal
balance due hereunder (including, to the extent applicable, any prepayment premium and/or penalty) at a rate in excess of the Maximum
Legal Rate, the Interest Rate or the Default Rate, as the case may be, and/or, to the extent applicable, any prepayment premium and/or
penalty shall, in each case, be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the
Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All
sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted
by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so
that the rate or amount of interest on account of the Loan (including, to the extent applicable, any prepayment premium and/or penalty)
does not exceed the Maximum Legal Rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.


 






    36


     


    








 


(f)            Use
of Proceeds. Borrower used the proceeds of the Loan to (a) pay a portion of the consideration in connection with the acquisition
of the Properties and/or the Collateral, (b) repay existing financing encumbering certain of the Properties, (c) intentionally
omitted, (d) pay costs and expenses incurred in connection with the closing of the Loan, as reasonably approved by Lender, (e) distribute
the balance, if any, to the direct or indirect parent of the Borrower and (f) for general corporate purposes.


 


Section 2.6.         Loan
Payments.


 


(a)            Borrower
shall make a payment to Lender of interest only on the Closing Date for the period from (and including) the Closing Date through (and
including) the fifth (5th) day of either (i) the month in which the Closing Date occurs (if the Closing Date occurs on
or before the fifth (5th) day of such month), or (ii) the month following the month in which the Closing Date occurs (if
the Closing Date occurs on or after the sixth (6th) day of the then current calendar month). Borrower shall make a payment
to Lender of interest in the amount of the Monthly Debt Service Payment Amount on the First Monthly Payment Date and on each Monthly Payment
Date occurring thereafter to and including the Maturity Date. Notwithstanding the foregoing, if the Loan is funded into escrow prior to
the Closing Date then interest shall accrue on the outstanding principal balance of the Loan from and including the date of such deposit
into escrow.


 


(b)            Reserved.


 


(c)            Borrower
shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other
amounts due hereunder and under the Note, the Pledge Agreement and the other Loan Documents (including, without limitation, the Interest
Shortfall).


 


(d)            If
any principal, interest or any other sum due under the Loan Documents, other than the payment of principal due on the Maturity Date, is
not paid by Borrower on the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of three percent
(3%) of such unpaid sum or the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling
and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall
be secured by the Pledge Agreement and the other Loan Documents.


 


(e)            Except
as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not
later than 3:00 P.M., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately
available funds at Lender’s office, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to
have been paid on the next succeeding Business Day.


 


(f)            Whenever
any payment to be made hereunder or under any other Loan Document shall be stated to be due on a day which is not a Business Day, the
due date thereof shall be deemed to be the immediately preceding Business Day.


 






    37


     


    

 


(g)            All
payments required to be made by Borrower hereunder or under the Note or the other Loan Documents shall be made irrespective of, and without
deduction for, any setoff, claim or counterclaim and shall be made irrespective of any defense thereto.


 


Section 2.7.         Prepayments.


 


(a)            Voluntary
Prepayment. Borrower may, at its option, prepay the Debt in full or in part at any time and from time to time; provided, that,
(A) no Event of Default is continuing as of the date of the applicable prepayment (other than for any prepayment in connection with
a Default Release or the prepayment of the Debt in full in accordance with Section 2.7(c) hereof); (B) Borrower
gives Lender not less than ten (10) days’ prior written notice (which notice shall be revocable and subject to modification)
(a “Prepayment Notice”) of the amount of the Loan that Borrower intends to prepay and the intended date of prepayment;
(C) intentionally omitted; and (D) Borrower pays Lender, in addition to the outstanding principal amount of the Loan to be prepaid,
(x) all interest which would have accrued on the amount of the Debt to be prepaid through and including the last day of the Interest
Accrual Period during which such prepayment occurs (all such interest payable under this clause (x), the “Additional Interest”);
(y) (I) all other sums due and payable under this Agreement, the Note, and the other Loan Documents (if any) and (II) all
of Lender’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements)
actually incurred by Lender in connection with such prepayment or in connection with a rescinded or extended Prepayment Notice; and (z) if
such prepayment occurs prior to the Open Prepayment Date, any Yield Maintenance Premium then due and payable. Notwithstanding anything
to the contrary contained in this Section 2.7(a), Borrower may rescind a Prepayment Notice upon delivery of written notice
to Lender on or prior to the date specified for prepayment in the Prepayment Notice; provided Borrower shall be responsible for
the reasonable, out-of-pocket costs and expenses actually incurred by Lender in connection with the rescission of such Prepayment Notice,
including any reasonable actually incurred attorneys’ fees. Unless an Event of Default has occurred and is continuing, concurrently
with any voluntary prepayment made pursuant to this Section 2.7(a), a simultaneous pro-rata prepayment of the Mortgage Loan
and Mezzanine B Loan shall be made and Borrower shall provide Lender evidence reasonably satisfactory to Lender of such prepayment of
the Mortgage Loan and Mezzanine B Loan.


 


(b)            Mandatory
Prepayment. Subject to Section 2.7(b) of the Mortgage Loan Agreement, in the event of (i) any Casualty to all or any
portion of an Individual Property, (ii) any Condemnation of all or any portion of an Individual Property, (iii) a transfer of
an Individual Property or any portion thereof in connection with the enforcement of remedies under the Mortgage Loan Documents after the
occurrence of a Mortgage Loan Event of Default, including, without limitation, a foreclosure sale or public auction, or any Sale or Pledge
of all or any portion of an Individual Property that is prohibited by this Agreement, (iv) any refinancing of the Property or the
Mortgage Loan or any payoff of the Mortgage Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its
owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation
Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be remitted to Lender (or as directed
by Lender) directly (or, if such direct remittance is not commercially practicable, paid to Lender (or as directed by Lender) promptly,
but in no event later than within two (2) Business Days after receipt thereof) and Lender shall be reimbursed for any reasonable
out-of-pocket expenses incurred in connection therewith (including reasonable out-of-pocket attorneys’ fees and disbursements and
the reasonable expense of any appraisal obtained by Lender in case of a Liquidation Event that is a Casualty or Condemnation or receipt
by Mortgage Borrower of any excess proceeds received under its own title insurance policy). On each date on which Lender actually receives
a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall apply any such Net Liquidation Proceeds After Debt Service
actually received by Borrower or Lender to prepay the outstanding principal balance of the Loan,
together with payment of the Yield Maintenance Premium (except in connection with a Casualty or Condemnation or receipt by Mortgage Borrower
of any excess proceeds received under its own title insurance policy) in an amount equal to one hundred percent (100%) of such
Net Liquidation Proceeds After Debt Service. Except during the continuance of an Event of Default, any amounts of Net Liquidation Proceeds
After Debt Service in excess of the Debt shall be paid (x) first, to Mezzanine B Lender to be applied in accordance with Section 2.7(b) of
the Mezzanine B Loan Agreement, and (y) lastly, to Borrower. Once Borrower has knowledge that a Liquidation Event has occurred, Borrower
shall, or shall cause Mortgage Borrower to, promptly deliver written notice of such Liquidation Event to Lender. Borrower shall be deemed
to have knowledge of (i)(x) a sale (other than a foreclosure sale) of all or any portion of the Property on the date on which a contract
of sale for such sale is entered into and (y) a foreclosure sale on the date written notice of such foreclosure sale is given to
Borrower and (ii) a refinancing of all or any portion of the Property on the date on which a binding commitment for such refinancing
has been entered into. The provisions of this Section 2.7(b) shall not be construed to contravene in any manner the restrictions
and other provisions regarding refinancing of the Mortgage Loan or the Sale or Pledge of the Property set forth in this Agreement, the
other Loan Documents and the Mortgage Loan Documents.


 






    38


     


    

 


(c)            Prepayments
After Default. If payment of all or any part of the Debt is tendered by Borrower or otherwise recovered by Lender (including through
application of any Reserve Funds) during the continuance of an Event of Default, such tender or recovery shall be made on the next occurring
Monthly Payment Date together with the Monthly Debt Service Payment Amount and shall be deemed a voluntary prepayment by Borrower pursuant
to Section 2.7(a) hereof, provided that, in lieu of any Yield Maintenance Premium then due and payable, the Default
Yield Maintenance Premium shall be due and payable and be deemed a portion of the Debt due and owing hereunder and under the other Loan
Documents.


 


(d)            Application
of Interest and Prepayments. Provided no Event of Default has occurred and is continuing, payments of interest shall be applied by
Lender to each of the Notes on a pro rata and pari passu basis. Any voluntary prepayment of the principal of the Loan made pursuant to
Section 2.7(a) or Section 2.10 hereof shall be applied by Lender to each of the Notes on a pro rata and pari
passu basis. Notwithstanding the foregoing, during the continuance of any Event of Default, any payment of principal and interest from
whatever source may be applied by Lender among the Notes in Lender’s sole discretion. Notwithstanding the foregoing, so long as
no Event of Default is continuing, all mandatory prepayments of the Loan pursuant to Section 2.7(b) shall be applied
by Lender to each of the Notes on a pro rata and pari passu basis. Additionally, unless an Event of Default or a Mortgage Loan Event of
Default is continuing, at any time that the Mortgage Loan and/or Mezzanine B Loan is outstanding, all voluntary prepayments shall be applied
pro rata to the Loan, Mortgage Loan and Mezzanine B Loan.


 


Section 2.8.         Intentionally
Omitted.


 






    39


     


    

 


Section 2.9.         Intentionally
Omitted.


 


Section 2.10.       Release
of Properties. Except as set forth in Section 2.7(b) or this Section 2.10,
no repayment or prepayment of all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the
release of any lien of the Pledge Agreement.


 


(a)            At
any time in connection with an arms-length transfer to a third-party Person which is not an Affiliate of Borrower, Borrower may (x) cause
Mortgage Borrower to obtain the release of an Individual Property from the lien of the Security Instrument thereon and related Mortgage
Loan Documents in accordance with the Mortgage Loan Documents (each such Individual Property, a “Release Property”)
and (y) obtain the release of the Collateral related to the owner of such Release Property from the lien of the Pledge Agreement
thereon and related Loan Documents and the release of Borrower’s obligations under the Loan Documents with respect to such Release
Property and related Collateral (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:


 


(i)            Borrower
shall deliver notice to Lender of the proposed release of such Release Property and the related Collateral;


 


(ii)           no
Event of Default shall be continuing on the date that the Release Property and the related Collateral is released from the lien of the
Security Instrument or the Pledge Agreement, as applicable, thereon other than as expressly permitted below;


 


(iii)          Borrower
shall have paid to Lender the applicable Release Amount together with any Yield Maintenance Premium then required (if any);


 


(iv)          Borrower
shall submit to Lender, not less than ten (10) days prior to the date of such release, a release or assignment of lien (and related
Loan Documents) for such Collateral related to the Release Property for execution by Lender. Such release or assignment shall be in a
form appropriate in each applicable jurisdiction and that would be reasonably satisfactory to a prudent lender. In addition, Borrower
shall provide all documentation Lender reasonably requires to be delivered by Borrower in connection with such release or assignment,
as applicable, together with an Officer’s Certificate certifying that such documentation (A) will effect such release or assignment
in accordance with the terms of this Agreement, and (B) will not impair or otherwise adversely affect the liens, security interests
and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and the Collateral
subject to the Loan Documents not being released);


 


(v)           After
giving effect to such release, as of the date of such release, the Debt Yield shall not be less than the greater of Closing Date Debt
Yield and the Debt Yield immediately prior to the release; provided, however, that in order to satisfy the Debt Yield requirement
set forth in this clause (v) Borrower may make a prepayment of a portion of the Loan in accordance with Section 2.7(a) hereof
in an amount sufficient to satisfy the Debt Yield requirement set forth in this clause (v);


 






    40


     


    

 


(vi)          Borrower
shall have paid or reimbursed Lender for all reasonable out-of-pocket costs and expenses actually incurred by Lender (including, without
limitation, reasonable actually incurred attorneys’ fees and disbursements);


 


(vii)         To
the extent any Lease at an Individual Property that will remain collateral for the Loan following the release of such Release Property
and the related Collateral is cross-defaulted with any Lease at the Release Property, the Lease for the Individual Property that will
remain collateral for the Loan following such release shall be amended to remove such cross-default;


 


(viii)        Subsequent
to such release, each Individual Mortgage Borrower, Borrower, each SPE Component Entity and any Mortgage SPE Component Entity shall continue
to be a Special Purpose Entity pursuant to, and in accordance with, Article 5 hereof; and


 


(ix)           Borrower
has provided Lender with evidence that Mortgage Borrower has satisfied the release conditions set forth in the Mortgage Loan Documents
and that Mezzanine B Borrower has satisfied the release conditions set forth in the Mezzanine B Loan Documents.


 


(b)            Intentionally
Omitted.


 


(c)            Notwithstanding
anything to the contrary contained herein, Borrower shall have the right to permit Mortgage Borrower to cause the release of any Individual
Property (and the related Collateral) in order to cure a Default, Event of Default, default under the Mortgage Loan Agreement or Mortgage
Loan Event of Default related to an Individual Property (or the related Collateral) for which Lender or Mortgage Administrative Agent
has delivered notice of such Default or Event of Default hereunder or under the Mortgage Loan to Borrower or Mortgage Borrower, as applicable,
provided that (i) (I) prior to releasing such Individual Property (and related Collateral), Borrower or Mortgage Borrower,
as applicable, uses commercially reasonable efforts to cure such Default or Event of Default hereunder or under the Mortgage Loan (which
efforts shall not require any capital contributions to be made to Borrower or Mortgage Borrower or include any obligations of Borrower
or Guarantor to use any operating income or Rents from any Property other than the Individual Property (or related Collateral) that is
the subject of the Default or Event of Default hereunder or under the Mortgage Loan to effectuate such cure) or (II) such Default
or Event of Default hereunder or under the Mortgage Loan related to an environmental condition at an Individual Property and (ii) such
Default or Event of Default hereunder or under the Mortgage Loan was not caused by (or at the direction of) Borrower, Mortgage Borrower
or an Affiliate thereof in bad faith to circumvent the requirements of this Section 2.10 (a “Default Release”).
In connection with any Default Release, Borrower shall be required to satisfy the conditions set forth in this Section 2.10,
except that (I) Borrower shall not be required to satisfy the condition set forth in Section 2.10(a)(ii) to the
extent any such Event of Default relates to the Individual Property that is the subject of the Default Release and (II) Borrower
shall not be required to satisfy the condition set forth in Section 2.10(a)(v). Any prepayment of the Loan in connection with
a Default Release shall be deemed a voluntary prepayment, and shall be subject to satisfaction of the conditions set forth in Section 2.7(a) (other
than (i) the requirement to provide 10 days prior written notice and (ii) Borrower shall not be required to satisfy the conditions
set forth in Section 2.7(a)(i)(A) to the extent any such Event of Default relates to the Individual Property that is
subject to the Default Release).


 






    41


     


    

 


 


(d)            Intentionally
omitted.


 


(e)            Intentionally
omitted.


 


(f)             In
connection with any release or cancellation under this Section 2.10, in the event that such release would result in the release
of all Individual Properties held by all Individual Mortgage Borrowers owned by a Borrower (each an “Unencumbered Borrower”),
the Collateral related to such Unencumbered Borrower shall be released (provided so long as there is only one (1) Borrower hereunder,
that the Debt has been paid in full) by Lender from the obligations of the Loan Documents, except with respect to those obligations and
liabilities which expressly survive the repayment of the Loan pursuant to any Loan Document and shall no longer be a Borrower for the
purposes of this Agreement. In connection with a release or cancellation of such Collateral, Lender agrees to deliver (i) a UCC-3
financing statement termination or amendment releasing Lender’s security interest in such Collateral, and (ii) instruments
executed by Lender reasonably necessary to evidence the release or cancellation of such Collateral under the Loan Documents. All reasonable
costs and expenses incurred by Lender in connection with such release shall be paid by Borrower.


 


Section 2.11.       Intentionally
Omitted.


 


Section 2.12.       Release
on Payment in Full. Upon payment in full of the Debt in accordance with the terms and provisions
of the Note and this Agreement and the other Loan Documents, Lender shall, upon the written request and at the sole cost and expense (including
Lender’s reasonable actually incurred attorneys’ fees and disbursements) of Borrower, release the lien of the Pledge Agreement
and the other Loan Documents (except that those that expressly survive such release) on the Collateral not theretofore released or assigned.


 


ARTICLE 3


 


REPRESENTATIONS
AND WARRANTIES


 


Borrower represents and warrants
as of the Closing Date that:


 


Section 3.1.         Legal
Status and Authority. Borrower (a) is duly organized, validly existing and in good standing
under the laws of its state of formation; (b) is duly qualified to transact business and is in good standing in each jurisdiction
where it is required to be so qualified in connection with its assets, businesses and operations; and (c) has all necessary approvals,
governmental and otherwise, and full power and authority to own the Collateral. Borrower has full power, authority and legal right to
mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey the Collateral pursuant to the terms hereof and to keep and
observe all of the terms of this Agreement, the Note, the Pledge Agreement and the other Loan Documents on Borrower’s part to be
performed. Borrower has the power and authority and the requisite ownership interests in each Mortgage Borrower to control the actions
of each Mortgage Borrower. Without limiting the foregoing, Borrower has sufficient control over each Mortgage Borrower to cause Mortgage
Borrower to (i) take any action on Mortgage Borrower’s part required by the Loan Documents and the Mortgage Loan Documents
and (ii) refrain from taking any action prohibited by the Loan Documents and the Mortgage Loan Documents.


 






    42


     


    

 


Section 3.2.         Validity
of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the
Pledge Agreement and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are
within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties;
(iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict
with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order
or judgment of any court or Governmental Authority, any license, certificate or other approval required to own the Collateral, any applicable
organizational documents, or any applicable indenture, agreement or other instrument; (v) will not result in the creation or imposition
of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the
other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority
(except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the
Pledge Agreement and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor, and (c) this Agreement,
the Note, the Pledge Agreement and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor,
subject only to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors
generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding
in equity or at law). The Loan Documents are not subject to any right of rescission, setoff, counterclaim or defense by Borrower or Guarantor,
including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder,
render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoff, counterclaim or defense
with respect to the Loan Documents.


 


Section 3.3.         Litigation.
There is no action, suit, proceeding or governmental investigation, in each case, judicial, administrative
or otherwise (including any condemnation or similar proceeding), pending or, to Borrower’s actual knowledge, threatened or contemplated
against Borrower, Mortgage Borrower or Guarantor or against or affecting the Property or the Collateral or any portion thereof, in each
case, if adversely determined, could reasonably be expected to have an Aggregate Material Adverse Effect.


 


Section 3.4.         Agreements.
Neither Borrower nor Mortgage Borrower is a a party to any agreement or instrument or, to Borrower’s
actual knowledge, subject to any restriction which would have an Individual Material Adverse Effect on any Individual Property or the
Collateral or an Aggregate Material Adverse Effect. Neither Borrower nor Mortgage Borrower is in default in any material respect in the
performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to
which it is a party or by which Borrower, Mortgage Borrower, the Collateral (or any portion thereof) or the Property (or any portion thereof)
is bound which would have an Individual Material Adverse Effect on any Individual Property or an Aggregate Material Adverse Effect. Neither
Borrower nor Mortgage Borrower has any material unsatisfied financial obligation under any agreement or instrument to which Borrower or
Mortgage Borrower is a party or, to Borrower’s actual knowledge, by which Borrower, Mortgage Borrower, the Collateral (or any portion
thereof) or the Property (or any portion thereof) is otherwise bound, other than (a) obligations incurred in the ordinary course
of the ownership of the Collateral and the operation of the Property (b) obligations under this Agreement, the Pledge Agreement,
the Note and the other Loan Documents. There is no agreement or instrument to which Borrower is a party or, to Borrower’s actual
knowledge, by which Borrower is bound that would require the subordination in right of payment of any of Borrower’s obligations
hereunder or under the Note to an obligation owed to another party.


 






    43


     


    

 


Section 3.5.         Financial
Condition.


 


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


 


(b)            In
the last ten (10) years, no (i) petition in bankruptcy has been filed by or against any Borrower Party and (ii) Borrower
Party has ever made any assignment for the benefit of creditors or taken advantage of any Creditors Rights Laws.


 


(c)            No
Borrower Party is contemplating either the filing of a petition by it under any Creditors Rights Laws or the liquidation of its assets
or property and Borrower has no knowledge of any Person contemplating the filing of any such petition against any Borrower Party.


 


(d)            In
the last ten (10) years, with respect to any loan or financing in which any Borrower Party has been obligated for or has, in connection
therewith, otherwise provided any guaranty, indemnity or similar surety, including, without limitation and to the extent applicable, the
loan which is being refinanced by the Loan, none of such loans or financings has ever been (i) more than thirty (30) days in default
or (ii) transferred to special servicing.


 


Section 3.6.         Disclosure.
Borrower has disclosed or made available to Lender all material facts and has not failed to disclose
any material fact that could cause any representation or warranty made herein to be materially misleading.


 


Section 3.7.         No
Plan Assets; FIRRMA.


 


(a)            As
of the date hereof and until the Debt is repaid in accordance with the applicable terms and conditions hereof, (a) Borrower is not
and will not be an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, (b) Borrower
is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA, (c) to Borrower’s
actual knowledge, transactions by or with Borrower are not and will not be subject to any state statute regulating investments of, or
fiduciary obligations with respect to, governmental plans and (d) none of the assets of Borrower constitutes or will constitute “plan
assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of
ERISA. As of the date hereof, neither Borrower, nor any member of a “controlled group of corporations” (within the meaning
of Section 414 of the IRS Code), maintains, sponsors or contributes to a “defined benefit plan” (within the meaning of
Section 3(35) of ERISA) or a “multiemployer pension plan” (within the meaning of Section 3(37)(A) of ERISA).


 






    44


     


    

 


(b)            Each
of Mortgage Borrower, Borrower, the Constituent Owners of Borrower and Mortgage Borrower, the Property and acquisition thereof have complied
with and are in compliance with FIRRMA. Borrower has caused Mortgage Borrower to provide to Lender with copies of any and all FIRRMA Documents
it has received. No non-U.S. government (including any state owned enterprises or sovereign wealth funds) owns any equity interests (direct
or indirect) in Mortgage Borrower. Mortgage Borrower has not made any voluntary filings relating to FIRRMA and Mortgage Borrower is not
required to make any mandatory filings relating to FIRRMA.


 


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


 


Section 3.9.         No
Material Agreements. Borrower has not entered into, and is not bound by, any Material Agreement
which continues in existence as of the Closing Date.


 


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


 


Section 3.11.       Borrower’s
Principal Place of Business. Borrower’s principal place of business and its chief executive
office as of the date hereof is as set forth in the opening paragraph hereof or as changed in accordance with the provisions hereof, is
true and correct. Borrower’s mailing address, as set forth in Article 14 hereof or as changed in accordance with the
provisions hereof, is true and correct. Borrower shall promptly notify Lender of any change in its organizational identification number.
If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of
such organizational identification number. Borrower’s federal tax identification number is as set forth in those certain U.S. Internal
Revenue Service Form W-9s delivered by Borrower to Lender prior to the Closing Date. Borrower is not subject to back-up withholding
taxes.


 


Section 3.12.       Status
of Property. Except as would not be reasonably likely to have an Individual Material Adverse
Effect on any Individual Property or an Aggregate Material Adverse Effect and except as disclosed on Schedule XV attached hereto:


 


(a)            Except
as may be disclosed in the zoning reports provided or made available to Lender, Mortgage Borrower or each Tenant, as applicable, has obtained,
as applicable, all Permits, all of which are in full force and effect as of the date hereof and not subject to revocation, suspension,
forfeiture or modification.


 


(b)            Except
as may be disclosed in the zoning reports provided or made available to Lender, each Individual Property and the present and contemplated
use and occupancy thereof are in compliance in all material respects with all applicable zoning ordinances, building codes, land use laws,
Environmental Laws and other similar Legal Requirements.


 


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


 






    45


     


    

 


(d)            Except
as expressly disclosed on the Survey, all public roads and streets necessary for service of and access to each Individual Property for
the current or contemplated use thereof have been completed, are legally open for use by the public. Except as expressly disclosed on
the Survey, each Individual Property has either direct access to such public roads or streets or access to such public roads or streets
by virtue of a perpetual easement or similar agreement inuring in favor of Mortgage Borrower and any subsequent owners of the applicable
Individual Property.


 


(e)            Each
Individual Property is served by public water and sewer systems.


 


(f)             Each
Individual Property is free from damage caused by fire or other casualty. Except as disclosed in the property condition reports provided
or made available to Lender, or otherwise disclosed to Lender by Borrower or Mortgage Borrower in writing, the Property, including, without
limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems,
fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, irrigation systems and all structural components,
are in good condition, order and repair in all material respects, ordinary wear and tear excepted; to Borrower’s actual knowledge,
there exists no structural or other material defects or damages in the Property, whether latent or otherwise, and neither Borrower nor
Mortgage Borrower has received written notice from any insurance company or bonding company of any defects or inadequacies in the Property,
or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges
thereon or of any termination or threatened termination of any policy of insurance or bond.


 


(g)            All
costs and expenses of any and all labor, materials, supplies and equipment incurred by Mortgage Borrower and used in the construction
of the Improvements have been or will be timely paid in full. Except as disclosed in the Title Insurance Policies, to Borrower’s
actual knowledge there are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights
are outstanding that under applicable Legal Requirements could give rise to any such liens) affecting the Property which are or may be
prior to or equal to the lien of the Security Instrument.


 


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


 


(i)             Except
as disclosed in the property condition reports provided or made available to Lender, all liquid and solid waste disposal, septic and sewer
systems located on the Property are in compliance with all Legal Requirements.


 


(j)             Except
as expressly disclosed on the Survey, to Borrower’s actual knowledge, no portion of the Improvements is located in an area identified
by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance
Acts. No part of the Property consists of or is classified as wetlands, tidelands or swamp and overflow lands.


 






    46


     


    

 


(k)            Except
as expressly disclosed on the Survey, to Borrower’s actual knowledge, all the Improvements lie within the boundaries of the Land
and any building restriction lines applicable to the Land.


 


(l)             Neither
Borrower nor Mortgage Borrower has received any written notice of any pending or proposed special or other assessments for public improvements
or otherwise affecting the Property.


 


(m)           Except
in connection with routine repairs and maintenance in the ordinary course of business and tenant improvements, Mortgage Borrower has not
(i) made, ordered or contracted for any construction, repairs, alterations or improvements to be made on or to the Property which
have not been completed and paid for in full (or shall be paid prior to delinquency), (ii) ordered materials for any such construction,
repairs, alterations or improvements which have not been paid for in full (or shall be paid prior to delinquency) or (iii) attached
any fixtures to the Property which have not been paid for in full (or shall be paid prior to delinquency). There is no such construction,
repairs, alterations or improvements ongoing at the Property as of the Closing Date. There are no outstanding or disputed claims for any
Work Charges and there are no outstanding liens or security interests in connection with any Work Charges.


 


(n)            Neither
Borrower nor Mortgage Borrower has any direct employees. Any personnel employed at or in connection with the Property are the direct employees
of Manager or the applicable Tenant.


 


Section 3.13.       Financial
Information. All financial data (excluding any financial projections), including, without limitation,
the balance sheets, statements of cash flow, statements of income and operating expense and rent rolls, that have been delivered to Lender
in respect of Borrower, Mortgage Borrower, Guarantor, the Collateral and/or the Property (a) are true, complete and correct in all
material respects, (b) accurately represent the financial condition of Borrower, Mortgage Borrower, Guarantor, the Collateral or
the Property, as applicable, as of the date of such reports in all material aspects, and (c) to the extent prepared or audited by
an independent certified public accounting firm, have been prepared in accordance with the Approved Accounting Method throughout the periods
covered, except as disclosed therein. Neither Borrower nor Mortgage Borrower has any contingent liabilities, liabilities for taxes, unusual
forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower or Mortgage
Borrower and reasonably likely to have an Individual Material Adverse Effect on any Individual Property or the Collateral or an Aggregate
Material Adverse Effect, except as referred to or reflected in said financial statements. Since the date of such financial statements,
there has been no materially adverse change in the financial condition, operations or business of Borrower, Mortgage Borrower or Guarantor
from that set forth in said financial statements.


 


Section 3.14.       Condemnation.
No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge,
is threatened or contemplated with respect to all or any portion of the Property or for the relocation of the access to any Individual
Property.


 






    47


     


    

 


Section 3.15.       Separate
Lots. Except as expressly disclosed on the Survey or Title Insurance Policy, each Individual
Property is assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land
or improvements not constituting a part of such lot or lots, and no other land or improvements is assessed and taxed together with any
Individual Property or any portion thereof.


 


Section 3.16.       Insurance.
Borrower has obtained and has delivered or made available to Lender certified copies of all Policies
(or such other evidence acceptable to Lender) reflecting the insurance coverages, amounts and other requirements set forth in this Agreement.
There are no present claims of any material nature under any of the Policies, and to Borrower’s actual knowledge, no Person, including
Borrower and Mortgage Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.


 


Section 3.17.       Use
of Property.  Except as set forth on Schedule XV, each Individual Property is used primarily
as a warehouse, light industrial, logistics or office property, as applicable, and other appurtenant and related uses.


 


Section 3.18.       Leases
and Rent Roll. Except as disclosed in the rent roll for each Individual Property delivered to,
certified to and approved by Lender in connection with the closing of the Loan (the “Rent Roll”), except as set forth
on Schedule XIII, and except as disclosed in the Tenant estoppel certificates provided or made available to Lender, (a) Mortgage
Borrower is the sole owner of the entire lessor’s interest in the Leases; (b) the Leases are valid and enforceable and in full
force and effect; (c) all of the Leases are arms-length agreements with bona fide, independent third parties; (d) no party under
any Lease (x) to Borrower’s actual knowledge is in material non-monetary default or (y) monetary default, in each case,
beyond any applicable notice and cure periods; (e) all Rents due have been paid in full and no Tenant is in arrears beyond any applicable
notice and cure period in its payment of regularly recurring Rent; (f) the terms of all material alterations, modifications and amendments
to the Leases are reflected in the Rent Roll delivered to and approved by Lender; (g) none of the Rents reserved in the Leases have
been assigned or otherwise pledged or hypothecated (other than to Mortgage Lender); (h) none of the Rents have been collected for
more than one (1) month in advance (except a Security Deposit shall not be deemed rent collected in advance); (i) except as
set forth on Schedule X, the premises demised under the Leases have been completed, all improvements, repairs, alterations or other
work required to be furnished on the part of Mortgage Borrower under the Leases have been completed in all material respects, the Tenants
under the Leases have accepted the premises demised thereunder and have taken possession of the same on a rent-paying basis and any payments,
credits or abatements required to be given by Mortgage Borrower to the Tenants under the Leases have been made in full, and Schedule
X sets forth (1) a true, correct and complete list of all landlord work and/or tenant allowances that are currently outstanding
and (2) property expansions that are or may be required to be completed by Borrower at the sole option of Tenant with no further
agreement on the part of Borrower; (j) there exist no offsets or defenses to the payment of any portion of the Rents (except for
any Rents that have been prepaid) and except as set forth on Schedule X attached hereto and for the return of security deposits
in accordance with the terms of any applicable Lease, neither Borrower nor Mortgage Borrower has monetary obligation to any Tenant under
any Lease; (k) neither Borrower nor Mortgage Borrower has received any written notice from any Tenant challenging the validity or
enforceability of any Lease; (l) there are no agreements with the Tenants under the Leases other than expressly set forth in each
Lease; (m) intentionally omitted; (n) except as set forth on Schedule XIV, no Lease contains an option to purchase all
or any portion of the applicable Property or right of first refusal to purchase all or any portion of the applicable Property, and with
respect to each item listed on Schedule XIV, no such option to purchase or right of first refusal to purchase all or any portion
of the applicable Property is applicable in connection with a foreclosure of the applicable Security Instrument, the Pledge Agreement
or the pledge agreement with respect to the Mezzanine B Loan or other exercise of remedies under the Loan Documents, Mortgage Loan Documents
or Mezzanine B Loan Documents; (o) neither Borrower nor Mortgage Borrower has granted to any Person any possessory interest in, or
right to occupy, the Property except under and pursuant to a Lease; (p) all Security Deposits relating to the Leases are reflected
on the Rent Roll and have been collected by Mortgage Borrower; (q) intentionally omitted; (r) to Borrower’s actual knowledge,
each Tenant is in actual, physical occupancy of the premises demised under its Lease (other than any such Tenant that is not in actual,
physical occupancy of such premises as a result of any legal requirement prohibiting or limiting such occupancy, including without limitation,
any local government orders or directives relating to “shelter-in-place,” “stay-at-home” and essential businesses,
provided such Tenant is continuing to pay full rent and otherwise complying with the terms and conditions of its Lease); (s) to Borrower’s
actual knowledge, there are no actions or proceedings (voluntary or otherwise) pending against any Tenants or guarantors under Leases,
in each case, under bankruptcy or similar insolvency laws or regulations; and (t) to Borrower’s actual knowledge, no event
has occurred giving any Tenant the right to terminate its Lease or pay reduced or alternative Rent to Mortgage Borrower under any of the
terms of such Lease, such as a co-tenancy provision. Prior to the Closing Date, Borrower or Mortgage Borrower has requested Tenant estoppel
certificates from each Tenant.


 






    48


     


    

 


Section 3.19.       Filing
and Recording Taxes. All mortgage, mortgage recording, stamp, intangible or other similar tax
required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery,
recordation, filing, registration, perfection or enforcement of any of this Agreement, the Pledge Agreement, the Note and the other Loan
Documents, have been paid or will be paid, and, under current Legal Requirements, the Pledge Agreement and the other Loan Documents are
enforceable in accordance with their terms by Lender (or any subsequent holder thereof), except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law).


 


Section 3.20.       Management
Agreement. The Management Agreement is in full force and effect and there is no default thereunder
by any party thereto and, to Borrower’s actual knowledge, no event has occurred that, with the passage of time and/or the giving
of notice would constitute a default thereunder. As of the date hereof, no management fees under the Management Agreement are delinquent.


 


Section 3.21.       Illegal
Activity/Forfeiture.


 


(a)            No
portion of the Property or the Collateral has been or will be purchased, improved, equipped or furnished with proceeds of any illegal
activity and to Borrower’s actual knowledge, there are no illegal activities or activities relating to controlled substances at
the Property.


 


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


 






    49


     


    

 


Section 3.22.       Taxes.
Borrower has filed all material foreign, federal, state, county, municipal, and city income,
personal property and other tax returns required to have been filed by it and has paid all material taxes and related liabilities (including
interest and penalties) which have become due. Borrower knows of no basis for any additional assessment in respect of any such taxes and
related liabilities for prior years.


 


Section 3.23.       Permitted
Encumbrances. None of the Permitted Encumbrances, individually or in the aggregate, materially
interferes with the benefits of the security intended to be provided by this Agreement, the Pledge Agreement, the Note and the other Loan
Documents, materially and adversely affects the value or marketability of the Property (or any portion thereof) or the Collateral (or
any portion thereof), materially impairs the use or the operation of the Property or the Collateral or materially impairs Borrower’s
ability to pay its obligations in a timely manner.


 


Section 3.24.       Third
Party Representations. Each of the representations and the warranties made by Guarantor in the
other Loan Documents (if any) are true, complete and correct in all material respects.


 


Section 3.25.       Non-Consolidation
Opinion Assumptions. All of the factual assumptions made in the Non-Consolidation Opinion with
respect to the Borrower, including, but not limited to, any exhibits attached thereto and/or certificates delivered in connection therewith,
are true, complete and correct in all material respects; provided, however, that in the case of a breach of Section 3.25,
provided, however, that (a) if such breach is susceptible of cure, Borrower shall cure such violation within thirty (30) days,
and (b) Borrower promptly delivers to Lender a New Non-Consolidation Opinion or modification to the original Non-Consolidation Opinion,
as applicable to the effect that such breach shall not impair, negate or amend the opinion rendered in the original Non-Consolidation
Opinion.


 


Section 3.26.       Federal
Reserve Regulations. No part of the proceeds of the Loan will be used for the purpose of purchasing
or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System
or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for
any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement, the Pledge Agreement, the Note or the
other Loan Documents. None of Borrower, Mortgage Borrower, Guarantor, Sponsor, and/or any Constituent Owner of the foregoing is affiliated
with or is an insider with respect to Lender (or its affiliates) in any manner that implicates either Regulation W or Regulation O of
the Federal Reserve Act (as each of the same may be amended, modified, supplemented, and/or replaced from time to time). Neither the Loan
nor any transaction contemplated herein and/or in the other Loan Documents is in violation of Regulation W and/or Regulation O.


 






    50


     


    

 


Section 3.27.       Investment
Company Act. Borrower is not (a) an “investment company” or a company “controlled”
by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; or (b) subject to any
other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.


 


Section 3.28.       Fraudulent
Conveyance. Borrower (a) has not entered into the Loan or any Loan Document with the actual
intent to hinder, delay, or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under
the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s assets exceeds and will, immediately following
the execution and delivery of the Loan Documents, exceed Borrower’s total liabilities, including, without limitation, subordinated,
unliquidated, disputed or contingent liabilities. The fair saleable value of Borrower’s assets is and will, immediately following
the execution and delivery of the Loan Documents, be greater than Borrower’s probable liabilities, including the maximum amount
of its contingent liabilities or its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately
following the execution and delivery of the Loan Documents will not, constitute unreasonably small capital to carry out its business as
conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities
(including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking
into account the timing and amounts to be payable on or in respect of obligations of Borrower).


 


Section 3.29.       Previously-Owned
Property. No Borrower Party has any material contingent or actual liability or obligation with
respect to the Previously-Owned Property.


 






    51


     


    

 


Section 3.30.       Anti-Money
Laundering and Economic Sanctions. Borrower hereby represents, warrants and covenants that each
Borrower Party, to Borrower’s actual knowledge, Borrower Parties’ Affiliates and their directors and officers and any Person
that has an economic interest in any Borrower Party, in each case, has not, and at all times throughout the term of the Loan, including
after giving effect to any transfers of interests permitted pursuant to the Loan Documents, shall not: (i) be (or have been) a Sanctioned
Person or organized, located or resident in a Sanctioned Jurisdiction; (ii) fail to operate (or have operated) under policies, procedures
and practices (including, without limitation, recordkeeping and reporting), if any, that are in compliance with (and ensure compliance
with) the Patriot Act, AC Laws, AML Laws and Sanctions; (iii) directly or indirectly use (or have used) any part if the proceeds
of the Loan (including, without limitation, any sums disbursed from time to time hereunder) or otherwise lend, contribute or make the
same available (or have lent, contributed or made the same available), in each case, (A) to fund or facilitate any activities or
business (I) of or with any Sanctioned Person or (II) of or in any Sanctioned Jurisdiction, (B) in any manner that would
result in a violation of any Sanctions by any Person or (C) in violation of any applicable laws (including, without limitation, the
Patriot Act, AC Laws, AML Laws and/or Sanctions), (iv) be (or have been) a Person who has been determined by competent authority
to be subject to any of the prohibitions contained in the Patriot Act; or (v) be (or have been) owned or controlled by or be (or
have been) acting for or on behalf of, in each case, any Person who has been determined to be subject to the prohibitions contained in
the Patriot Act. Without limitation of any other term or provision contained herein, it shall be an Event of Default hereunder if any
Borrower Party or any other party to any Loan Document becomes the subject of Sanctions or is indicted, arraigned or custodially detained
on charges involving Sanctions, the Patriot Act, AC Laws and/or AML Laws and/or predicate crimes to AC Laws, the Patriot Act, AML Laws
and Sanctions. Borrower hereby represents and covenants that none of the execution, delivery or performance of the Loan Documents or any
activities, transactions, services, collateral and/or security contemplated thereunder has or shall result in a breach of the Patriot
Act, AC Laws, AML Laws and/or Sanctions by any party to the Loan Documents or their respective Affiliates. All capitalized words and phrases
and all defined terms used in the Patriot Act are incorporated into this Section. As used herein, (A) “AC Laws”
shall mean collectively (i) all laws, rules and regulations concerning or relating to bribery or corruption, including, without
limitation, the U.S. Foreign Corrupt Practices Act of 1977 and all other applicable anti-bribery and corruption laws, including the U.S.
Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act 2010, and (ii) any amendment, extension, replacement or other modification
of any of the foregoing from time to time and any corresponding provisions of future laws; (B) “AML Laws” shall
mean collectively (i) all laws, rules, regulations and guidelines concerning or relating to money laundering issued, administered
and/or enforced by any governmental and/or regulatory agency and (ii) any amendment, extension, replacement or other modification
of any of the foregoing from time to time and any corresponding provisions of future laws; (C) “OFAC” shall mean
the Office of Foreign Assets Control of the U.S. Department of the Treasury and the U.S. Department of State; (D) “Patriot
Act” shall mean collectively (i) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act (USA PATRIOT ACT) of 2001, as the same was restored and amended by Uniting and Strengthening America by Fulfilling
Rights and Ensuring Effective Discipline Over Monitoring Act (USA FREEDOM Act) of 2015, (ii) all statutes, orders, rules and
regulations of the United States government and its various executive departments, agencies and offices related to applicable anti-money
laundering laws, rules and regulations and (iii) any amendment, extension, replacement or other modification of any of the foregoing
from time to time and any corresponding provisions of future laws; (E) “Sanctions” shall mean economic, trade
and/or financial sanction, requirements and/or embargoes, in each case, imposed, administered and/or enforced from time to time by any
Sanctions Authority; (F) “Sanctions Authority” shall mean the United States (including, without limitation, OFAC)
and any other relevant sanctions authority; (G) “Sanctioned Jurisdiction” shall mean, at any time, a country or
territory that is, or whose government is, the subject of Sanction; and (H) “Sanctioned Person” shall mean, at
any time, (i) any Person listed in any Sanctions related list maintained by any Sanctions Authority, (ii) any Person located,
organized or resident in a Sanctioned Jurisdiction and/or (iii) any other subject of Sanctions (including, without limitation, any
Person Controlled or fifty percent (50%) or more owned (in each case, directly and/or indirectly and in the aggregate) by (or acting for,
on behalf of or at the direction of) any Person or Persons described in subsections (i) and/or (ii) of this definition). Borrower
shall, at all times throughout the term of the Loan, maintain and enforce appropriate policies, procedures and controls to ensure compliance
with this Section 3.30. To Borrower’s actual knowledge, neither Borrower nor any Affiliate of Borrower, nor any owner
of a direct or indirect interest in Borrower, is currently under investigation by any Governmental Authority for an alleged crime or crimes
involving the Patriot Act, AC Laws, AML Laws and/or Sanctions.


 






    52


     


    

 


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


 


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


 


Section 3.33.       PILOT
Leases and PILOT Documents. Except as set forth on Schedule XII and after giving effect
to any estoppels delivered to Lender in connection with the closing of the Loan:


 


(i)            The
PILOT Lease and/or PILOT Document, or a memorandum thereof, has been duly recorded or a true and correct copy thereof has been provided
to Lender.


 


(ii)           Except
as described herein or disclosed in any estoppel delivered to Lender in connection with the closing of the Loan, the PILOT Lease and the
PILOT Documents have not been modified, amended or supplemented. PILOT Lessor may not amend, rescind or terminate the PILOT Lease without
the prior written consent of Lender.


 


(iii)          The
PILOT Lease and/or the PILOT Documents, as applicable, permits the interest of the applicable Individual Mortgage Borrower party thereto
to be encumbered by the related Security Instrument.


 


(iv)          Except
for Permitted Encumbrances, the applicable Individual Mortgage Borrower’s interest in the PILOT Lease and/or the PILOT Documents,
as applicable, is not subject to any liens or encumbrances superior to, of equal priority with, or subordinate to the related Security
Instrument.


 


(v)           The
applicable Individual Mortgage Borrower’s interest in the PILOT Lease and the PILOT Documents is assignable to Lender or its designee
and is further assignable by Lender and its successor and assigns in accordance with the applicable PILOT Lease and the PILOT Documents.


 


(vi)          The
PILOT Lease and PILOT Documents are in full force and effect and neither the applicable Individual Mortgage Borrower nor, to Borrower’s
actual knowledge, any other party to such PILOT Lease or PILOT Document, as applicable, is in default thereunder, and to Borrower’s
actual knowledge, there are no conditions which, with the passage of time or giving of notice, or both, would constitute a default thereunder.
Neither Borrower nor the applicable Individual Mortgage Borrower has received any written notice from another party to such PILOT Lease
or PILOT Document, as applicable, reducing the tax abatement in favor of such Individual Mortgage Borrower or Tenant or terminating such
PILOT Lease or PILOT Document, as applicable.


 


Section 3.34.       Property
Document Representations. With respect to each Property Document, Borrower hereby represents
that, except as disclosed in the applicable Title Insurance Policy or any estoppel or similar document delivered with respect to any Property
Document in connection with the Loan, (a) each Property Document is in full force and effect and has not been amended, restated,
replaced or otherwise modified (except, in each case, as expressly set forth herein), (b) to Borrower’s actual knowledge, there
are no defaults under any Property Document by any party thereto and, to Borrower’s actual knowledge, no event has occurred which,
but for the passage of time, the giving of notice, or both, would constitute a default under any Property Document, (c) all rents,
additional rents and other sums due and payable under the Property Documents have been paid in full and (d) to Borrower’s actual
knowledge, no party to any Property Document has commenced any action or given or received any notice for the purpose of terminating any
Property Document.


 






    53


     


    

 


Section 3.35.       Collateral.
Borrower is the record and beneficial owner of, and has good title to, the Collateral pledged by Borrower under the Pledge Agreement free
and clear of all liens whatsoever except such other liens as are permitted pursuant to the Loan Documents and the liens created by the
Loan Documents. The Collateral is not and will not be subject to any contractual restriction upon the transfer thereof (except for any
such restriction contained in the Pledge Agreement, this Agreement and the Mortgage Loan Agreement). The Pledge Agreement, together with
the delivery of any certificates evidencing the Equity Interests and the UCC Financing Statement relating to the Collateral, when properly
filed in the appropriate records and/or delivered to Lender (as applicable), will create a valid, perfected first-priority security interest
in the Collateral. Borrower’s delivery of the certificates, if any, to Lender as set forth in the Pledge Agreement creates a first
priority valid and perfected security interest in the Collateral as defined in the Pledge Agreement. No creditor of Borrower other than
Lender has in its possession any certificates or other documents that constitute or evidence the Collateral or the possession of which
would be required to perfect a security interest in the Collateral. The Equity Interests have been duly authorized and validly issued
and are not subject to any options to purchase or similar rights of any Person. Upon the exercise of its rights and remedies under the
Pledge Agreement, Lender may succeed to all of the rights, titles and interest of Borrower in Mortgage Borrower without the consent of
any other Person and may, without the consent of any other Person, be admitted as the sole member of Mortgage Borrower.


 


Section 3.36.       No
Change in Facts or Circumstances; Disclosure. All information submitted by (or on behalf of)
Borrower, Mortgage Borrower or Guarantor to Lender and in all financial statements, rent rolls, reports, certificates and other documents
submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower, Mortgage Borrower
and/or Guarantor in this Agreement or in the other Loan Documents, are accurate, complete and correct in all material respects. There
has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete
or otherwise misleading in any material respect or that otherwise have an Individual Material Adverse Effect on any Individual Property
or the Collateral or an Aggregate Material Adverse Effect. Borrower has disclosed or made available to Lender all material facts related
to the Borrower, Mortgage Borrower, Guarantor, the Collateral and the Properties and has not failed to disclose any material fact that
could cause any representation or warranty made herein to be materially misleading.


 


Section 3.37.       No
Contractual Obligations. Other than the Loan Documents, the organizational documents of Borrower,
and the organizational documents of Mortgage Borrower, as of the date of this Agreement, Borrower is not bound by any agreement, instrument
or undertaking and has no outstanding Indebtedness (other than the Debt and other than as permitted under Section 5.1(a)(vii) hereof).


 






    54


     


    

 


Section 3.38.       Other
Indebtedness. Borrower has no material financial obligation (contingent or otherwise) under any
indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower is a party or by which Borrower
or the Collateral is otherwise bound, other than the obligations under the Loan Documents.


 


Section 3.39.       Mortgage
Loan Representations and Warranties. All of the representations and warranties contained in the
Mortgage Loan Documents (subject to any and all disclosures set forth therein) are (i) true and correct in all material respects
and (ii) hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated
without regard to any waiver, amendment or other modification thereof by the Mortgage Lender or whether the related Mortgage Loan Documents
have been repaid or otherwise terminated, unless otherwise consented to in writing by Lender.


 


Section 3.40.       Subsidiaries.
Borrower does not own any direct or indirect interest in any Person, except Mortgage Borrower.


 


Section 3.41.       Mortgage
Loan Defaults. No Mortgage Loan Event of Default or any event or circumstance
which with the giving of notice or the passage of time, or both, would constitute a Mortgage Loan Event of Default exists as of the date
hereof.


 


Borrower agrees that, unless
expressly provided otherwise, all of the representations and warranties of Borrower set forth in this Article 3 and expressly
set forth elsewhere in this Agreement and the other Loan Documents are made as of the date hereof but shall survive until the Debt has
been repaid in full.


 


ARTICLE 4


 


BORROWER
COVENANTS


 


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


 


Section 4.1.         Existence.
Borrower will continuously maintain (a) its existence and shall not dissolve or permit its
dissolution, (b) its rights to do business in each jurisdiction where it is required to be so qualified in connection with its assets,
businesses and operations and (c) its franchises and trade names, if any. Borrower will cause Mortgage Borrower to continuously maintain
(x) its existence and shall not dissolve or permit its dissolution, (y) its rights to do business in each jurisdiction where
it is required to be so qualified in connection with its assets, businesses and operations, and (z) its franchises and trade names,
if any.


 






    55


     


    

 


Section 4.2.            Legal
Requirements.


 


(a)            Borrower
shall promptly comply, or shall cause Mortgage Borrower (which may cause each Tenant at the Property to), to comply, in all material respects
with all Legal Requirements affecting the Property or the use thereof or the Collateral (which such covenant shall be deemed to (i) include
Environmental Laws and (ii) require Mortgage Borrower (or Tenant, as applicable) to keep all necessary Permits in full force and
effect).


 


(b)            Borrower
shall from time to time, if requested by Lender (which request will be made only if Lender has a reasonable basis for believing the Collateral
and/or the Property may not be in compliance with Legal Requirements), provide Lender with evidence reasonably satisfactory to Lender
that the Collateral and the Property complies with all Legal Requirements or is exempt from compliance with Legal Requirements.


 


(c)            Borrower
shall give prompt notice to Lender of the receipt by Borrower or Mortgage Borrower, as applicable, of any notice related to a violation
of any Legal Requirements and of the commencement of any proceedings or investigations which relate to compliance with Legal Requirements.


 


(d)            After
prior written notice to Lender, Borrower, at its own expense, may contest (or may permit Mortgage Borrower to contest) by appropriate
legal proceeding, promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability
of any Legal Requirement to Borrower, Mortgage Borrower, the Collateral or any Individual Property or any alleged violation of any Legal
Requirement, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall be permitted
under and be conducted in accordance with the provisions of any instrument to which Borrower or Mortgage Borrower is subject and shall
not constitute a default thereunder and such proceeding shall be permitted by and conducted in accordance with all applicable Legal Requirements;
(iii) neither the applicable Individual Property, the Collateral nor any part thereof or interest therein will be in imminent danger
of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof comply (or
cause Mortgage Borrower to comply) with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal
Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Mortgage Borrower,
the Collateral or the applicable Individual Property; and (vi) to the extent that the aggregate amount being contested by Borrower
under this Section 4.2(d) at any time exceeds $2,500,000, Borrower shall (or shall cause Mortgage Borrower to) furnish
to Mortgage Lender such security as may be required by the Mortgage Loan Agreement or, if Mortgage Lender shall have waived in writing
such security, Borrower shall furnish to Lender such security as may be required in the proceeding, or as may be requested by Lender,
to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Subject to
Mortgage Lender’s rights under the Mortgage Loan Documents, Lender may apply any such security or part thereof, as necessary to
cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation
of such Legal Requirement is finally established or the applicable Individual Property or the Collateral (or any part thereof or interest
therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost. Notwithstanding the foregoing, to the extent
permitted by a Lease, a Tenant may contest the validity of any Legal Requirement, the applicability of any Legal Requirement to Tenant
or any Individual Property or any alleged violation of any Legal Requirement in accordance with the applicable provisions of the Lease,
provided Borrower complies with the terms and conditions set forth in this Section 4.2(d).


 






    56


     


    

 


Section 4.3.         Maintenance
and Use of Property. Borrower shall cause Mortgage Borrower to, or shall cause Mortgage Borrower
to cause each Tenant at the Property to, cause the Property to be maintained in a good and safe condition and repair, ordinary wear and
tear excepted. The Improvements and Mortgage Borrower’s Personal Property shall not be removed, demolished or materially altered
(except for normal replacement of the Personal Property) to the extent the same would materially and adversely affect the value of such
Improvements or Personal Property, as applicable, without the consent of Lender or as otherwise permitted pursuant to Section 4.21
hereof. Borrower shall cause Mortgage Borrower to perform (or shall cause Mortgage Borrower to cause each Tenant to perform) the prompt
repair, replacement and/or rebuilding of any part of the Property (other than any Tenant Funded Alterations) which may be destroyed by
any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.14
hereof and shall complete and pay for (or cause the completion and payment for) any structure at any time in the process of construction
or repair on the Land. Borrower shall cause Mortgage Borrower to operate, or shall cause Mortgage Borrower to cause each Tenant at the
Property to operate, the Property for the same uses as the Property is currently operated or as primarily a warehouse, light industrial,
logistics or office property and Borrower shall not (and shall not permit Mortgage Borrower to), without the prior written consent of
Lender, (i) change the use of the Property or (ii) initiate, join in, acquiesce in, or consent to any change in any private
restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property
or any part thereof. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming
use, Borrower will not cause or permit (and shall cause Mortgage Borrower to not cause or permit) the nonconforming use to be discontinued
or the nonconforming Improvement to be abandoned without the express written consent of Lender.


 


Section 4.4.         Waste.
Borrower shall not commit or suffer (or permit Mortgage Borrower to commit or suffer or permit
any Tenant to commit or suffer) any waste of the Property or make any change (or permit Mortgage Borrower to make any change) in the use
of the Property which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Property,
or take any action (or permit Mortgage Borrower to take any action) that might invalidate or give cause for cancellation of any Policy,
or do or permit to be done thereon anything that may in any way materially impair the value of the Property or the security for the Loan.
Borrower will not (and will cause Mortgage Borrower to not), without the prior written consent of Lender, permit any drilling or exploration
for or extraction, removal, or production of any minerals from the surface or the subsurface of the Property, regardless of the depth
thereof or the method of mining or extraction thereof.


 


Section 4.5.         Taxes
and Other Charges.


 


(a)            Borrower
shall pay (or cause Mortgage Borrower to pay or cause Mortgage Borrower to cause each Tenant to pay) all Taxes and Other Charges now or
hereafter levied or assessed or imposed against the Property (or any portion thereof) or the Collateral (or any portion thereof) as the
same become due and payable; provided, however, prior to the occurrence and continuance of an Event of Default, Borrower’s
obligation to cause such Taxes to be directly paid shall be suspended for so long as Borrower complies with the terms and provisions of
Article 9 hereof and causes Mortgage Borrower to comply the terms and provisions of Section 8.6 of the Mortgage Loan
Agreement. Borrower shall not suffer (or permit to be suffered) and shall promptly cause Mortgage Borrower to discharge or cause each
Tenant to discharge any lien or charge whatsoever which may be or become a lien or charge against the Property (or any portion thereof),
and shall promptly pay or cause Mortgage Borrower to pay or cause each Tenant to pay for all utility services provided to the Property
(or any portion thereof).


 






    57


     


    

 


(b)            After
prior written notice to Lender, Borrower or Mortgage Borrower, at its own expense, may contest (or permit to be contested) by appropriate
legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole
or in part of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing; (ii) such
proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Mortgage
Borrower is subject and shall not constitute a default thereunder and such proceeding shall be permitted by and conducted in accordance
with all applicable Legal Requirements; (iii) neither the applicable Individual Property (or any portion thereof) nor the Collateral
(or any portion thereof) or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower
or Mortgage Borrower shall promptly upon final determination thereof pay (or cause to be paid) the amount of any such Taxes or Other Charges,
together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the
collection of such contested Taxes or Other Charges from the applicable Individual Property or the Collateral, as applicable; and (vi) to
the extent that the aggregate amount being contested by Borrower or Mortgage Borrower under this Section 4.5(b) at any
time exceeds $1,000,000 (except with respect to tax certiorari proceedings in the ordinary course of business), Borrower shall furnish,
or shall cause Mortgage Borrower to furnish or cause the applicable Tenant to furnish, to Mortgage Lender such security as may be required
pursuant to the Mortgage Loan Agreement, or if Mortgage Lender shall have waived in writing such security, Borrower shall furnish to Lender
such security as may be required in the proceeding or such reserve deposits as may be requested by Lender, to insure the payment of any
such Taxes or Other Charges, together with all interest and penalties thereon. Subject to Mortgage Lender’s rights under the Mortgage
Loan Documents, Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time
when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the applicable Individual Property (or
part thereof or interest therein) or the Collateral (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited,
terminated, canceled or lost or there shall be any imminent danger of the lien of the Security Instrument or the Pledge Agreement being
primed by any related lien. Notwithstanding the foregoing, to the extent permitted by a Lease, a Tenant may freely contest (or permit
to be contested) by appropriate legal proceeding the amount or validity or application in whole or in part of any Taxes or Other Charges;
provided that Borrower complies with the terms and conditions set forth in this Section 4.5(b).


 


Section 4.6.         Litigation.
Borrower shall give prompt written notice to Lender of any litigation or governmental proceedings
pending or threatened in writing against Borrower or Mortgage Borrower which might have an Individual Material Adverse Effect on any Individual
Property or the Collateral or an Aggregate Material Adverse Effect.


 






    58


     


    

 


Section 4.7.         Access
to Property. Subject to the rights of Tenants and the rights of the PILOT Lessors under the PILOT
Leases, Borrower shall cause Mortgage Borrower to permit (or cause to be permitted) agents, representatives and employees of Lender to
inspect the Property or any part thereof at reasonable hours upon reasonable advance notice.


 


Section 4.8.         Notice
of Default. Borrower shall promptly advise Lender of any material adverse change in Borrower’s,
Mortgage Borrower’s and/or Guarantor’s condition (financial or otherwise) or of the occurrence of any Default or Event of
Default or Mortgage Loan Event of Default of which Borrower or Mortgage Borrower has actual knowledge.


 


Section 4.9.         Cooperate
in Legal Proceedings. Borrower shall reasonably cooperate (and shall cause Mortgage Borrower
to reasonably cooperate) with Lender with respect to any proceedings before any court, board or other Governmental Authority which may
in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the Note, the Pledge Agreement or the other
Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.


 


Section 4.10.       Performance
by Borrower. Borrower hereby acknowledges and agrees that Borrower’s observance, performance
and fulfillment of each and every covenant, term and provision to be observed and performed by Borrower under this Agreement, the Pledge
Agreement, the Note and the other Loan Documents is a material inducement to Lender in making the Loan.


 


Section 4.11.       Material
Agreements.  Borrower shall (and shall cause Mortgage Borrower to) duly and punctually perform
and comply in all material respects with any and all material representations, warranties, covenants and agreements expressed as binding
upon Borrower or Mortgage Borrower under any Material Agreement to which Borrower or Mortgage Borrower is a party or is bound. Borrower
shall not (and shall not permit Mortgage Borrower to), without the prior written consent of Lender, not to be unreasonably withheld, conditioned
or delayed, enter into any new Material Agreement or execute material adverse modifications to any then existing Material Agreements.
To the extent the Deemed Approval Requirements are fully satisfied in connection with a Borrower request for such consent in accordance
with the foregoing sentence and Lender thereafter fails to respond, Lender’s approval shall be deemed given with respect to the
matter for which approval was requested.


 


Section 4.12.       Books
and Records.


 


(a)            Borrower
shall furnish (or cause Mortgage Borrower to furnish) to Lender:


 


(i)            After
the first full calendar quarter following the Closing Date and quarterly thereafter, certified rent rolls for each Individual Property
within sixty (60) days after the end of each calendar quarter;


 


(ii)            After
the first full calendar quarter following the Closing Date and quarterly thereafter (other than year-end), quarterly operating statements
on a consolidated basis and, if requested by Lender, with respect to each Individual Property, in each case, covering the trailing twelve
(12) month period (excluding any periods prior to the Closing Date) detailing the revenues received, the expenses incurred and major capital
improvements for the period of calculation and containing appropriate year-to-date information, within sixty (60) days after the end of
each calendar quarter;


 






    59


     


    

 


(iii)           Commencing
with the 2022 calendar year and annually thereafter, within one-hundred twenty (120) days after the close of each fiscal year of Borrower
(or such shorter time period as Lender shall determine in its reasonable discretion is necessary to comply with any applicable Legal Requirements
(including, without limitation, Regulation AB), provided that (I) Lender shall notify Borrower in writing that such a shorter
time period is required and (II) unless there is a change in Regulation AB or any other applicable Legal Requirement after the Closing
Date, in no event shall such time period be shortened to sooner than eighty five (85) days after the close of each fiscal year of Borrower),
with respect to Mortgage Borrower and Borrower (or any 100% direct or indirect owner of Mortgage Borrower and Borrower that owns no assets
other than such ownership interest and the ownership of any intermediate holding companies that own no assets other than such ownership
interest in Mortgage Borrower and Borrower), annual audited financial statements of Mortgage Borrower and Borrower (on a combined basis)
audited by Deloitte, Ernst & Young, RSM McGladrey, Baker Newman Noyes, PwC, KPMG or other independent certified public accountant
reasonably approved by Lender and Mortgage Lender and prepared in accordance with Approved Accounting Method (the “Annual Financial
Statements”). Such Annual Financial Statements shall set forth the financial condition and the results of operations for Borrower,
Mortgage Borrower and the Properties (on a combined basis and with respect to each Individual Property) for such fiscal year, and shall
include a balance sheet, income statement, cash flow statement and notes to the financial statements (each of which shall not include
any Person other than Mortgage Borrower and Borrower or any 100% direct or indirect owner of Mortgage Borrower and Borrower that owns
no assets other than such ownership interest and the ownership of any intermediate holding companies that own no assets other than such
ownership interest in Mortgage Borrower and Borrower); and


 


(iv)           by
no later than December 1 of each calendar year, an annual operating budget for the next succeeding calendar year presented on a monthly
basis consistent with the annual operating statement described above for each Individual Property, including cash flow projections for
the upcoming year and all proposed capital replacements and improvements, which such budget shall (A) until the occurrence and continuance
of a Trigger Period, be provided to Lender, Mortgage Lender and Mezzanine B Lender for informational purposes and (B) after the occurrence
and during the continuance of a Trigger Period not take effect until reasonably approved by Lender, Mortgage Lender and Mezzanine B Lender
(after such approval has been given in writing, each such approved budget shall be referred to herein, individually or collectively (as
the context requires) as the “Approved Annual Budget”). Upon the occurrence of a Trigger Period, the budget currently
in place will be deemed approved and the Lender, Mortgage Lender and Mezzanine B Lender will have a reasonable approval right over the
next annual budget issued (not to be unreasonably withheld, delayed or conditioned) provided that the Trigger Period is still in effect.
In the event consent of Lender, Mortgage Lender and Mezzanine B Lender is required with respect to a proposed budget and Borrower and
Lender, Mortgage Lender and Mezzanine B Lender cannot agree on a revised budget, the then existing Approved Annual Budget shall be deemed
approved and shall continue to be the operative budget for the subsequent fiscal year until a new budget is approved; provided
that, each line item of such Approved Annual Budget shall be increased by an amount equal to the increase in the consumer price index
for the prior year (other than the line items in respect of Taxes, Insurance Premiums, utilities expenses, variable operating expenses
that are directly related to increased revenues at the Properties and Other Charges, which line items shall be adjusted to reflect actual
increases in such expenses). In the event that, during any Trigger Period, Borrower proposes to incur an extraordinary operating expense
or capital expense that is not consistent with the Approved Annual Budget (each an “Extraordinary Expense”), Borrower
shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval,
such approval not to be unreasonably withheld, conditioned or delayed.


 






    60


     


    

 


(b)            Upon
request from Lender, Borrower shall furnish (or shall cause Mortgage Borrower to furnish) in a timely manner to Lender:


 


(i)             in
connection with any release of any Property in accordance with the terms hereof, either (A) Borrower’s calculation of Debt
Yield and Release Amount or (B) Borrower’s written confirmation that it agrees with Lender’s calculation of Debt Yield
and Release Amount;


 


(ii)            an
accounting of all Security Deposits held by Mortgage Borrower, including the nature and type of Security Deposit, and such details regarding
any Security Deposit not held in the form of cash as Lender may reasonably require; and


 


(iii)           evidence
reasonably acceptable to Lender of compliance with the terms and conditions of Articles 5 and 9 hereof.


 


(c)            Borrower
shall (or shall cause Mortgage Borrower to), within ten (10) Business Days of request (or as soon as reasonably practicable thereafter),
furnish Lender (and shall cause Guarantor to furnish to Lender) with such other additional financial or management information (including
State and Federal tax returns) as may, from time to time, be reasonably required by Lender in form and substance reasonably satisfactory
to Lender. Borrower shall (or shall cause Mortgage Borrower to) furnish to Lender and its agents convenient facilities for the examination
and audit of any such books and records (any such examination at Lender’s sole cost and expense other than during the continuance
of an Event of Default).


 


(d)            Borrower
agrees that (i) Borrower shall (and shall cause Mortgage Borrower to) keep adequate books and records of account and (ii) all
Required Financial Items (defined below) to be delivered to Lender pursuant to Section 4.12 shall: (A) be complete and
correct in all material respects; (B) present fairly the financial condition of the applicable Person; (C) disclose all liabilities
that are required to be reflected or reserved against; (D) be prepared and certified by a Responsible Officer of Borrower in electronic
format and in accordance with the Approved Accounting Method; and (E) not include any Person other than Borrower and shall show Mortgage
Borrower and each Individual Property individually and on a combined, aggregate basis with all Mortgage Borrowers and all Properties (or
any 100% direct or indirect owner of Mortgage Borrower and Borrower that owns no assets other than such ownership interest and the ownership
of any intermediate holding companies that own no assets other than such ownership interest in Mortgage Borrower and Borrower). Borrower
and Mortgage Borrower shall be deemed to warrant and represent that, as of the date of delivery of any such financial statement, there
has been no material adverse change in financial condition, nor have any assets or properties been sold, transferred, assigned, mortgaged,
pledged or encumbered since the date of such financial statement except as disclosed by Borrower or Mortgage Borrower in a writing delivered
to Lender. Borrower agrees that all Required Financial Items shall not contain any misrepresentation or omission of a material fact.


 






    61


     


    

 


 


(e)            Borrower
acknowledges the importance to Lender of the timely delivery of each of the items required by this Section 4.12 and the other
financial reporting items required by this Agreement (each, a “Required Financial Item” and, collectively, the “Required
Financial Items”). In the event Borrower fails to deliver, or cause Mortgage Borrower to deliver, to Lender any of the Required
Financial Items within the time frame specified herein (each such event, a “Reporting Failure”), the same shall, at
Lender’s option, constitute an Event of Default hereunder if not cured by Borrower or Mortgage Borrower within thirty (30) days
after written notice from Lender.


 


Section 4.13.       Estoppel
Certificates.


 


(a)            After
request by Lender (not more than once in any twelve (12) month period unless an Event of Default has occurred and is continuing), Borrower,
within ten (10) days of such request, shall furnish Lender or any proposed assignee with a statement, duly acknowledged and certified,
setting forth (i) the original principal amount of the Loan and the Mortgage Loan, (ii) intentionally omitted, (iii) intentionally
omitted, (iv) intentionally omitted, (v) the date installments of interest and/or principal were last paid, (vi) that,
except as provided in such statement, to Borrower’s actual knowledge, no Event of Default or Mortgage Loan Event of Default exists,
(vii) that this Agreement, the Note, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations,
subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability,
to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), (viii) as of
the date of such statement, whether any offsets or defenses exist against the obligations secured hereby and, if any are alleged to exist,
a detailed description thereof, (ix) that all Leases are in full force and effect and have not been modified except as then previously
disclosed to Lender (or if modified, setting forth all modifications), (x) the date to which the Rents thereunder have been paid
pursuant to the Leases, (xi) whether or not, to the knowledge of Borrower, any of the lessees under the Leases are in material non-monetary
default or monetary default under the Leases, and, if any of the lessees are in material non-monetary default or monetary default, setting
forth the specific nature of all such defaults, (xii) the amount of Security Deposits held by Mortgage Borrower under each Lease
and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested
by Lender and reasonably related to the Leases, the obligations created and evidenced hereby or the Property or the Collateral.


 


(b)            Not
more than once in any twelve (12) month period unless an Event of Default has occurred and is continuing and at no cost to Borrower,
Borrower shall, or shall cause Mortgage Borrower to, use commercially reasonable efforts to deliver to Lender, promptly upon request,
duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the Lease as
Lender may require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults
thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, no free
rent or other concessions are due lessee and that the lessee claims no defense or offset against the full and timely performance of its
obligations under the Lease.


 






    62


     


    

 


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


 


(d)            Not
more than once in any twelve (12) month period unless an Event of Default has occurred and is continuing, Borrower shall, or shall cause
Mortgage Borrower to, use commercially reasonable efforts to deliver to Lender at no cost to Borrower, within ten (10) days of request,
estoppel certificates from each party under any Property Document in form and substance reasonably acceptable to Lender and Borrower.


 


(e)            Intentionally
Omitted.


 


(f)            Not
more than once in any twelve (12) month period unless an Event of Default has occurred and is continuing, Borrower shall, or shall cause
Mortgage Borrower to, use commercially reasonable efforts to deliver to Lender at no cost to Borrower, within ten (10) days of request,
estoppel certificates from each party under any PILOT Document in form and substance reasonably acceptable to Lender and Borrower.


 


Section 4.14.       Leases
and Rents.


 


(a)            Unless
otherwise consented to in writing by Lender, all Leases and all renewals of Leases executed after the date hereof shall (i) provide
for rental rates comparable to existing local market rates for similar properties, (ii) be with unaffiliated, third parties on terms
and conditions (including, without limitation, terms and conditions relating to free rent, tenant improvements and other allowances)
which are, in each case, commercially reasonable and comparable to existing local market terms and conditions for similar properties,
(iii) provide that such Lease is subordinate to the Security Instrument and that the lessee will attorn to Mortgage Lender and any
purchaser at a foreclosure sale (so long as Mortgage Lender or such purchaser agrees to recognize the Tenant) and (iv) not contain
any terms which would have an Individual Material Adverse Effect on any Individual Property or Collateral or an Aggregate Material Adverse
Effect. Except as provided below, Borrower shall not (and shall not permit Mortgage Borrower to), without the prior written approval
of Lender (which approval shall not be unreasonably withheld or delayed), enter into, renew, extend, amend, modify, permit any assignment
of or subletting under, waive any provisions of, release any party to, terminate, reduce rents under, accept a surrender of space under,
or shorten the term of, in each case, any Major Lease. Notwithstanding anything to the contrary set forth herein, Lender’s consent
shall not be required in connection with (i) any Lease (or amendment, modification or termination thereof) that is not a Major Lease,
(ii) any renewals, expansions causing the demised premises not to exceed five hundred thousand (500,000) square feet or extensions
of any Lease (including a Major Lease) by any Tenant that is a party to such Lease as of the Closing Date so long as the rental terms
pursuant to such Lease are on market rental terms, provided that any expansion with respect to a Major Lease that grants the applicable
Tenant any termination right in the event such expansion work is not completed shall require Lender’s consent, (iii) immaterial
modifications that do not (I) change the economic terms and/or accelerate the expiration date of a Major Lease (including, without
limitation, the terms and conditions of any purchase options, rights of first refusal and/or rights of first offer to purchase the applicable
Individual Property set forth therein and the material economic terms and conditions of any renewal, expansion or extension thereof),
(II) materially reduce the obligations of the Tenant under a Major Lease and/or (III) materially increase the obligations of
Mortgage Borrower under a Major Lease or (iv) termination by the applicable Tenant of any Major Lease based upon an express termination
right contained in such Major Lease. All Leases executed after the Closing Date shall provide that they are subordinate to the Security
Instrument encumbering the applicable Individual Property and that the Tenant agrees to attorn to Mortgage Lender or any purchaser at
a sale by foreclosure or power of sale (so long as Mortgage Lender or such purchaser agrees to recognize the Tenant).


 






    63


     


    

 


(b)            Without
limitation of subsection (a) above, Borrower (i) shall observe and perform (or cause Mortgage Borrower to observe and perform)
the obligations imposed upon the lessor under the Leases (including without limitation all obligations related to Unfunded Obligations)
in a commercially reasonable manner; (ii) shall enforce (or cause Mortgage Borrower to enforce) the terms, covenants and conditions
contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner; (iii) shall
not collect (or permit Mortgage Borrower to collect) any of the Rents more than one (1) month in advance (other than Security Deposits);
(iv) shall not execute (or permit Mortgage Borrower to execute) any assignment of lessor’s interest in the Leases or the Rents
(except as contemplated by the Mortgage Loan Documents); (v) shall not (or permit Mortgage Borrower to), without Lender’s
prior written consent, alter, modify or change any Lease to the extent the same would, individually or in the aggregate, (A) cause
any such Lease to violate Section 4.14(a)(i) through (iii) above or (B) have an Individual Material
Adverse Effect on any Individual Property or Collateral or an Aggregate Material Adverse Effect and (vi) shall cause Mortgage Borrower
to hold all Security Deposits in accordance with Legal Requirements. Upon request, Borrower shall furnish (or shall cause Mortgage Borrower
to furnish) Lender with executed copies of all Leases (to the extent not previously delivered to Lender unless Lender notifies Borrower
it is unable to locate such executed copies).


 


(c)            Notwithstanding
anything contained herein to the contrary, Borrower shall not (and shall not cause Mortgage Borrower to) willfully withhold from Lender
any information regarding renewal, extension, amendment, modification, waiver of provisions of, termination, rental reduction of, surrender
of space of, or shortening of the term of, any Lease during the term of the Loan. Borrower agrees to provide (or cause Mortgage Borrower
to provide) Lender with written notice of any material event of default under a Major Lease within ten (10) Business Days after
Borrower’s or Mortgage Borrower’s actual knowledge of the occurrence of any such event of default. Borrower’s failure
to provide (or failure to cause Mortgage Borrower to provide) any of the aforesaid notices shall, at Lender’s option, constitute
an Event of Default.


 


(d)            Borrower
shall notify (or cause Mortgage Borrower to notify) Lender in writing, within ten (10) Business Days following receipt thereof,
of Borrower’s or Mortgage Borrower’s receipt of any early termination fee or payment or other termination fee or payment
paid by any Tenant under any Lease, Borrower shall cause Mortgage Borrower to deposit all termination fees in accordance with the Mortgage
Loan Agreement.


 






    64


     


    

 


(e)            Upon
the occurrence and during the continuance of an Event of Default or a Mortgage Loan Event of Default, Borrower shall, within thirty (30)
days of demand by Lender, cause Mortgage Borrower to deliver to Mortgage Lender all Security Deposits to be held in accordance with the
Mortgage Loan Agreement. Without limitation of any other term or provision contained herein, for purposes of clarification, for a Security
Deposit to be deemed “delivered to Lender” in connection with the foregoing, the same must be in the form of cash or in a
letter of credit solely in Mortgage Lender’s name.


 


(f)            To
the extent that the Deemed Approval Requirements are satisfied in connection with any Borrower request for Lender consent under this
Section and Lender thereafter fails to respond, Lender’s approval shall be deemed given with respect to the matter for which
approval was requested.


 


Section 4.15.       Management
Agreement.


 


(a)            Borrower
shall cause Mortgage Borrower to (i) diligently and promptly perform, observe and enforce all of the terms, covenants and conditions
of the Management Agreement on the part of Mortgage Borrower to be performed, observed and enforced to the end that all things shall
be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement, (ii) promptly notify
Lender of any event of default under the Management Agreement; (iii) promptly deliver to Lender a copy of any notice of default
or other material notice received by Borrower or Mortgage Borrower under the Management Agreement; (iv) promptly give notice to
Lender of any notice or information that Borrower or Mortgage Borrower receives which indicates that Manager is terminating the Management
Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and
observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in all material respects.


 


(b)            Borrower
shall not and shall not cause or permit Mortgage Borrower to, without the prior written consent of Lender, (i) surrender,
terminate or cancel the Management Agreement, consent to any assignment of the Manager’s interest under the Management
Agreement to another manager or otherwise replace Manager or renew or extend any Management Agreement (exclusive of, in each case,
any automatic renewal or extension in accordance with its terms) or enter into any other new or replacement management agreement
with respect to the Property; provided, however, that Borrower may cause or permit Mortgage Borrower to replace
Manager and/or consent to the assignment of Manager’s interest under the Management Agreement, in each case, in accordance
with the applicable terms and conditions hereof and of the other Loan Documents; (ii) reduce or consent to the reduction of the
term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management
Agreement; (iv) otherwise modify, change, alter or amend, in any material respect, or waive or release any of its material
rights and remedies under, the Management Agreement in any material respect; or (v) enter into an agreement or amendment that
provides that the base management fee under any Management Agreement exceeds, with respect to each Individual Property, three
percent (3.0%) of gross rents attributable to such Individual Property as determined in accordance with the Management Agreement.
Manager may also receive a Construction Supervision Fee (as defined in the Management Agreement) in accordance with the Management
Agreement no greater than five percent (5.0%) of the cost of such construction. In no instance shall Borrower cause or permit
Mortgage Borrower to pass-through any management fees to any Tenant in excess of the amount permitted under the related
Lease.


 






    65


     


    

 


(c)            Subject
to the rights of Mortgage Lender under the Mortgage Loan Documents, if Mortgage Borrower shall default in the performance or observance
of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed,
then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Mortgage Borrower from
any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act
or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of
Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower, to the end that the
rights of Mortgage Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any
Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time
for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Mortgage Borrower or Borrower
of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to
be taken by Lender in good faith, in reliance thereon. Borrower shall notify (or cause Mortgage Borrower to notify) Lender if Manager
sub-contracts to a third party or an Affiliate any or all of its management responsibilities under the Management Agreement.


 


(d)            Not
more than once in any twelve (12) month period unless an Event of Default or Mortgage Loan Event of Default has occurred and is continuing,
Borrower shall, from time to time, cause Mortgage Borrower to use its best efforts to obtain from Manager under the Management Agreement
such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Management Agreement as may be requested
by Lender.


 


(e)            In
the event that the Management Agreement is scheduled to expire at any time during the term of the Loan, Borrower shall cause Mortgage
Borrower to timely exercise each individual option, if any, to extend or renew the term of the Management Agreement or submit to Lender
by no later than sixty (60) days prior to such expiration a draft replacement management agreement for approval in accordance with the
terms and conditions hereof.


 


(f)            Borrower
shall have the right to cause Mortgage Borrower to replace Manager or consent to the assignment of Manager’s rights under the Management
Agreement to another manager, in each case, to the extent that (i) no Event of Default or Mortgage Loan Event of Default has occurred
and is continuing, (ii) either (x) a “Cause Event” as defined in the Management Agreement has occurred, (y) if
termination is permitted pursuant to Sponsor’s organization documents or (z) Lender and Mortgage Lender consents to such termination
(iii) Lender receives at least sixty (60) days prior written notice of the same, and (iv) the applicable New Manager is a Qualified
Manager engaged pursuant to a Qualified Management Agreement. Manager shall not (and Borrower shall not permit Mortgage Borrower to permit
Manager to) resign as Manager or otherwise cease managing the Property until a New Manager is engaged to manage the Property in accordance
with the applicable terms and conditions hereof and of the other Loan Documents and the Mortgage Loan Documents.


 






    66


     


    

 


(g)            Without
limitation of the foregoing, if the Management Agreement is terminated or expires (including, without limitation, pursuant to the Subordination
of Management Agreement), comes up for renewal or extension (exclusive of, in each case, any automatic renewal or extension in accordance
with its terms), ceases to be in full force or effect or is for any other reason no longer in effect (including, without limitation,
in connection with any Sale or Pledge), then, subject to Mortgage Lender’s rights under the Mortgage Loan Documents, Lender, at
its option, may require Borrower to require Mortgage Borrower to engage, in accordance with the terms and conditions set forth herein
and in the Subordination of Management Agreement, a New Manager to manage the Property, which such New Manager shall (i) to the
extent an Event of Default or Mortgage Loan Event of Default is continuing and if opted by Lender, approved by Lender and Mortgage Lender,
and (ii) be a Qualified Manager and shall be engaged pursuant to a Qualified Management Agreement.


 


(h)            As
conditions precedent to any engagement of a New Manager hereunder, (i) New Manager, Mortgage Borrower and Borrower shall execute
a subordination of management agreement in the form required by Lender (with such changes thereto as may be required by the Rating Agencies)
and (ii) to the extent that such New Manager is an Affiliated Manager, Borrower shall deliver to Lender a New Non-Consolidation
Opinion or a “bring-down” of the Non-Consolidation Opinion with respect to such New Manager and new management agreement.


 


(i)             If
applicable, Borrower shall (or shall cause Mortgage Borrower to) notify Lender in writing, within ten (10) Business Days following
receipt thereof, of Borrower’s or Mortgage Borrower’s receipt of any early termination fee or similar payment or other termination
fee or similar payment paid by any Manager, and, subject to Mortgage Lender’s rights under the Mortgage Loan Documents, Borrower
further covenants and agrees that Borrower shall cause Mortgage Borrower to hold any such termination fee or payment in trust for the
benefit of Lender and that any use of such termination fee or payment shall be subject in all respects to Lender’s prior written
consent in Lender’s reasonable discretion (which consent may include, without limitation, a requirement by Lender that such termination
fee or payment be placed in reserve with Mortgage Lender to be disbursed by Mortgage Lender as required by the Mortgage Loan Documents).
The foregoing consent right of Lender (including, without limitation, any reserve requirement) shall not be subject to any “cap”
or similar limit on the amount of Mortgage Loan Reserve Funds held by Mortgage Lender or, if applicable, Reserve Funds held by Lender.


 


(j)             If
(a) an Event of Default or Mortgage Loan Event of Default occurs and is continuing or (b) Manager shall become subject to a
bankruptcy proceeding, then, in the case of any of the foregoing, subject to Mortgage Lender’s rights under the Mortgage Loan Documents,
Borrower shall, at the request of Lender (such request being made no less than thirty (30) days in advance if there is an Event of Default
or Mortgage Loan Event of Default continuing), cause Mortgage Borrower to terminate the Management Agreement and replace the Manager
with a Qualified Manager pursuant to a Qualified Management Agreement, it being understood and agreed that the base management fee for
such Qualified Manager shall not exceed then-prevailing market rates (and in no event shall such management fee exceed, with respect
to each Individual Property, three percent (3.0%) of gross revenues attributable to such Individual Property to which such Qualified
Management Agreement relates).


 






    67


     


    

 


(k)            Any
sums expended by Lender pursuant to this Section shall bear interest at the Default Rate from the date such cost is incurred to
the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Pledge Agreement
and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.


 


Section 4.16.       Payment
for Labor and Materials.


 


(a)            Subject
to Section 4.16(b) below, Borrower will cause Mortgage Borrower to promptly pay (or cause to be paid) and enforce its
rights to require a Tenant to pay when due all bills and costs for labor, materials, and specifically fabricated materials in connection
with the Property (any such bills and costs, a “Work Charge”) so there shall not exist in respect of the Property
or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof.


 


(b)            After
prior written notice to Lender, Borrower or Mortgage Borrower, at its own expense, may contest by appropriate legal proceeding,
promptly initiated and conducted in good faith and with due diligence, the validity of any Work Charge, the applicability of any
Work Charge to Mortgage Borrower or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the
same, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall be permitted
under and be conducted in accordance with the provisions of any instrument to which Borrower or Mortgage Borrower is subject is
subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable Legal
Requirements; (iii) neither the applicable Individual Property or any part thereof nor the Collateral or any part thereof or
interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall cause
Mortgage Borrower to promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined
to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the
applicable Individual Property or Borrower shall have caused Mortgage Borrower to have paid the same (or shall have caused the same
to be paid) under protest; and (vi) to the extent that the aggregate amount being contested by Borrower or Mortgage Borrower
under this Section 4.16(b) at any time exceeds $2,500,000, Borrower shall cause Mortgage Borrower to furnish (or
cause to be furnished) to Mortgage Lender such security as may be required under the Mortgage Loan Documents, or if Mortgage Lender
shall have waived in writing such security, Borrower shall furnish to Lender such security as may be required in the proceeding, or
as may be reasonably requested by Lender, to insure payment of such Work Charge, together with all interest and penalties payable in
connection therewith. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Lender may apply any such security
or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability
or non-payment of such Work Charge is finally established or the applicable Individual Property or Collateral (or any part thereof
or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost. Notwithstanding the
foregoing, to the extent permitted by a Lease, a Tenant may contest by appropriate legal proceeding the validity of any Work Charge,
the applicability of any Work Charge to Tenant or to any Individual Property or any alleged non-payment of any Work Charge and defer
paying the same in accordance with the provisions of the Lease, provided that Borrower complies with the terms and conditions
of this Section 4.16(b).


 






    68


     


    

 


Section 4.17.        Performance
of Other Agreements. Borrower shall (and shall cause Mortgage Borrower to) observe and perform,
and enforce its obligations under any Lease to require a Tenant to observe and perform, in all material respects the terms to be observed
or performed by such Person pursuant to the terms of any agreement or recorded instrument affecting or pertaining to the Property or
the Collateral (or any portion thereof), or given by Borrower to Lender for the purpose of further securing the Debt and any amendments,
modifications or changes thereto.


 


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


 


Section 4.19.        ERISA;
FIRRMA.


 


(a)            Borrower
shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender
of any of its rights hereunder or under the other Loan Documents) to be a non-exempt prohibited transaction under ERISA.


 


(b)            Borrower
further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the
Pledge Agreement, as requested by Lender in its reasonable discretion, that (i) Borrower is not an “employee benefit plan”
as defined in Section 3(3) of ERISA, or other retirement arrangement, which is subject to Title I of ERISA or Section 4975
of the IRS Code, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) transactions by or
with Borrower are not subject to state statutes which are substantially similar to the prohibited transaction provisions of Section 406
of ERISA or Section 4975 of the IRS Code applicable to Borrower and which prohibit or otherwise restrict the transactions contemplated
by this Agreement; and (iii) one or more of the following circumstances is true:


 


(A)           Equity
interests in Borrower are “publicly offered securities”, within the meaning of 29 C.F.R. § 2510.3-101(b)(2);


 


(B)            Less
than twenty-five percent (25%) of each outstanding class of equity interests in Borrower are held by “benefit plan investors”
within the meaning of 29 C.F.R.§ 2510.3-101(f)(2); or


 


(C)            Borrower
qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R §
2510.3-101(c) or (e) or an investment company registered under The Investment Company Act of 1940, as amended.


 


(c)            Borrower
shall not maintain, sponsor, contribute to or become obligated to contribute to, or suffer or permit any member of Borrower’s “controlled
group of corporations” to maintain, sponsor, contribute to or become obligated to contribute to a “defined benefit plan”
or a “multiemployer pension plan”. The terms in quotes above are defined in Section 3.7 of this Agreement.


 






    69


     


    

 


(d)            Within
three (3) Business Days of Borrower’s receipt of any FIRRMA Document, Borrower shall cause Mortgage Borrower to provide Lender
a copy of the same. Concurrently with the delivery of any FIRRMA Document, Borrower shall cause Mortgage Borrower to provide Lender a
copy thereof. In the event that Borrower, Mortgage Borrower or any of its Affiliates meets with any Governmental Authority for any purpose
relating to FIRRMA, Borrower shall cause Mortgage Borrower to provide Lender with a written summary of such meeting within three (3) Business
Days thereafter. In the event that any review, investigation or other proceeding is commenced relating to FIRRMA and involving Mortgage
Borrower, the Constituent Owners of Mortgage Borrower and/or the Property, Borrower shall cause Mortgage Borrower to provide Lender with
a written summary of the status of such matters on a monthly, or if requested by Lender, more frequent, basis, including such information
as Lender shall reasonably request. Borrower shall cause Mortgage Borrower (and shall cause its Constituent Owners) to (i) comply
with FIRRMA and (ii) respond to, and comply with, all requests, orders, and directives from any Governmental Authority related to
FIRRMA; provided, however, the foregoing subsections (i) and (ii) shall not limit any obligation of Borrower
to otherwise comply with any other applicable terms and conditions hereof and of the other Loan Documents. Notwithstanding anything contained
herein to the contrary, each of any FIRRMA Prohibited Transfer and FIRRMA Prohibited Filing Event shall be deemed prohibited hereunder
as a breach hereof and Borrower shall not permit the same to occur without Lender’s prior written consent.


 


Section 4.20.       No
Joint Assessment. Borrower shall not (and shall not permit Mortgage Borrower to) suffer, permit
or initiate the joint assessment of any Individual Property with (a) any other real property constituting a tax lot separate from
the applicable Individual Property, or (b) any portion of the applicable Individual Property which may be deemed to constitute personal
property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or
levied or charged to the applicable Individual Property.


 


Section 4.21.       Alterations.


 


(a)            Lender’s
prior approval shall be required in connection with any alterations to any Improvements (“Alterations”) (i) that
are reasonably likely to have an Individual Material Adverse Effect, (ii) the cost of which (including any related alteration, improvement
or replacement) is reasonably anticipated to exceed the applicable Alteration Threshold or (iii) that materially and negatively
affect the structural integrity of the Improvements, which approval may be granted or withheld in Lender’s reasonable discretion.
Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any (A) repairs based on life safety
or emergency conditions or which are required to comply with applicable Legal Requirements, (B) work disclosed to the Lender on
Schedule X attached hereto other than material expansions to Improvements on the Property to the extent consent is required for
such expansions pursuant to the foregoing sentence, (C) non-structural or decorative work performed in the ordinary course of Mortgage
Borrower’s business, (D) tenant improvements and other Alterations made pursuant to an Approved Annual Budget except to the
extent such Alterations are reasonably anticipated to exceed the applicable Alteration Threshold; (E) Alterations under and pursuant
to any existing Lease as of the Closing Date (pursuant to the terms thereof in existence as of the Closing Date) or any Lease entered
into in accordance with the terms and conditions of Section 4.14 (pursuant to the terms thereof in existence as of the date
such Lease was entered into in accordance with the terms and conditions of Section 4.14) other than in connection with any
material expansions to Improvements on the Property to the extent consent is required for such expansion pursuant to the foregoing sentence;
and (F) alterations and repairs arising out of a Casualty or Condemnation in accordance with the terms and conditions hereof and
the Mortgage Loan Agreement, (G) any repairs required pursuant to this Agreement, (H) any pavement of roads, driveways and
parking lots, (I) any roof repairs or replacements or installation or any other addition of antenna or solar panels at an Individual
Property and (J) Tenant Funded Alterations (clauses (A) through (J), the “Approved Alterations”). To the
extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender consent under this
Section and Lender thereafter fails to respond, Lender’s approval shall be deemed given with respect to the matter for which
approval was requested.


 






    70


     


    

 


(b)            Except
to the extent such amounts are already reserved by Mortgage Lender, or if Mortgage Lender shall have waived in writing such reserve,
reserved by Lender in connection with such Alteration, if the total unpaid amounts due and payable with respect to Alterations requiring
Lender’s prior written consent at any Individual Property in the aggregate (other than such amounts to be paid or reimbursed by
Tenants under the Leases and any amounts to be paid in respect of Approved Alterations with respect to such Properties) shall at any
time exceed the Alteration Threshold, Borrower shall promptly cause Mortgage Borrower to deliver to Mortgage Lender as security for the
payment of such excess amounts and as additional security for Mortgage Borrower’s obligations under the Mortgage Loan Documents,
or if Mortgage Lender shall have waived in writing such security, Borrower shall promptly deliver to Lender as security for the payment
of such excess amounts and as additional security for Borrower’s obligations under the Loan Documents, any of the following with
respect to such Alteration exceeding the Alteration Threshold (as applicable, the “Alterations Deposit”): (I) cash,
(II) U.S. Obligations, (III) other securities having a rating reasonably acceptable to Lender and in respect of which, at Lender’s
option following a rated Securitization of the Loan, Borrower has obtained a Rating Agency Confirmation from the applicable Rating Agencies
or (IV) a Letter of Credit. Each such Alterations Deposit shall be (A) in an amount equal to the excess of the total unpaid
amounts with respect to the applicable Alterations on the applicable Individual Property (other than such amounts to be paid or reimbursed
by Tenants under the Leases) over the Alteration Threshold and (B) disbursed or released, as applicable, from time to time by Mortgage
Lender or Lender, as applicable, to Mortgage Borrower for completion of the Alterations at the applicable Individual Property upon the
satisfaction of the following conditions: (1) Borrower shall cause Mortgage Borrower to submit a request for payment to Lender at
least ten (10) days prior to the date on which Borrower requests that such payment be made, which request for payment shall specify
the Alterations for which payment is requested, (2) on the date such request is received by Lender and on the date such payment
is to be made, no Event of Default shall be continuing, and (3) such request shall be accompanied by an Officer’s Certificate
(x) stating that the applicable portion of the Alterations at the applicable Individual Property to be funded by the requested disbursement
have been completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, in all material respects,
such Officer’s Certificate to be accompanied by copies of invoices paid (or to be paid) in excess of $25,000 and any material licenses,
permits or other approvals by any Governmental Authority required in connection with the applicable portion of the Alterations, (y) identifying
each contractor to be paid by Mortgage Borrower that supplied materials or labor in connection with the applicable portion of the Alterations
to be funded by the requested disbursement and (z) stating that each such contractor has been paid or will be paid the amounts then
due and payable to such contractor in connection with the funds to be disbursed. Each Alterations Deposit shall (if held in cash) be
held by Lender in an interest-bearing account and, until disbursed or released in accordance with the provisions of this Section 4.21,
shall constitute additional security for the Debt and other obligations under the Loan Documents. Upon the completion of the Alterations
in respect of which any Alteration Deposit is being held, Lender shall promptly return to Borrower any remaining portion of the Alterations
Deposit upon the request of Borrower, provided that (1) on the date such request is received by Lender and on the date such
disbursement is to be made, no Event of Default shall be continuing and (2) such request shall be accompanied by an Officer’s
Certificate stating that the Alterations have been fully completed in good and workmanlike manner and in accordance with all applicable
Legal Requirements, in all material respects, such Officer’s Certificate to be accompanied by copies of paid invoices or copies
of invoices to be paid, as applicable, in each case, with respect to any invoices in excess of $25,000 and any material licenses, permits
or other approvals by any Governmental Authority required in connection with Alterations (to the extent not received by Lender in connection
with prior disbursement requests) and stating that each contractor providing services in connection with the Alterations has been paid
in full or will have been paid in full upon such disbursement.


 






    71


     


    

 


(c)            In
no event shall the aggregate amount of any Letters of Credit delivered hereunder or any other provision of the Loan Documents exceed
ten percent (10%) of the outstanding principal amount of the Loan, unless Borrower delivers to Lender an opinion of counsel to the effect
that delivery of such Letter of Credit does not alter the conclusion reached in the Non-Consolidation Opinion, or a New Non-Consolidation
Opinion, which opinion and any counsel delivering such opinion (if not counsel who delivered the Non-Consolidation Opinion) shall be
reasonably acceptable to Lender.


 


Section 4.22.       Property
Document Covenants. Without limiting the other provisions of this Agreement and the other Loan
Documents, Borrower shall cause Mortgage Borrower to (i) promptly perform and/or observe, in all material respects, all of the covenants
and agreements required to be performed and observed by Mortgage Borrower under the Property Documents and do all things necessary to
preserve and to keep unimpaired its material rights thereunder, or cause an applicable Tenant to do the foregoing pursuant to the terms
of its Lease, as applicable; (ii) promptly notify Lender of any material default under the Property Documents of which it is aware;
(iii) intentionally omitted; (iv) enforce the performance and observance of all of the covenants and agreements required to
be performed and/or observed under the Property Documents in a commercially reasonable manner; (v) cause the applicable Individual
Property to be operated, in all material respects, in accordance with the Property Documents; and (vi) not, without the prior written
consent of Lender, (A) enter into any new Property Document or replace or execute modifications to any existing Property Documents
or renew or extend the same (exclusive of, in each case, any automatic renewal or extension in accordance with its terms), (B) surrender,
terminate or cancel the Property Documents, (C) reduce or consent to the reduction of the term of the Property Documents, (D) increase
or consent to the increase of the amount of any charges under the Property Documents, (E) otherwise modify, change, supplement,
alter or amend, or waive or release any of its rights and remedies under, the Property Documents in any material respect or (F) following
the occurrence and during the continuance of an Event of Default or a Mortgage Loan Event of Default, exercise any rights, make any decisions,
grant any approvals or otherwise take any action under the Property Documents. To the extent that the Deemed Approval Requirements are
fully satisfied in connection with any Borrower request for Lender consent under this Section and Lender thereafter fails to respond,
Lender’s approval shall be deemed given with respect to the matter for which approval was requested.


 






    72


     


    

 


Section 4.23.       Intentionally
Omitted.


 


Section 4.24.       PILOT
Leases and PILOT Documents.


 


(a)            Borrower
shall cause each Individual Mortgage Borrower that is subject to a PILOT Lease and/or PILOT Documents to do or cause Tenant, as applicable,
to comply with the following:


 


(i)             pay
all sums required to be paid by any Individual Mortgage Borrower under and pursuant to the PILOT Documents, as and when such payment
is payable, including any rents or additional rents required to be paid by such Individual Mortgage Borrower, as tenant under and pursuant
to the provisions of the PILOT Leases, as and when such rent or other charge is payable;


 


(ii)            diligently
perform and observe all of the terms, covenants and conditions in all material respects of the PILOT Lease and PILOT Documents on the
part of such Individual Mortgage Borrower to be performed and observed, prior to the expiration of any applicable grace period therein,
including, without limitation, any minimum investments required with respect to the applicable PILOT Property;


 


(iii)           promptly
deliver to Lender a copy of any written notice received by Borrower or Mortgage Borrower of any default by any Individual Mortgage Borrower
under any PILOT Document and/or PILOT Lease on the part of any Individual Mortgage Borrower;


 


(iv)           timely
submit, file or deliver all reporting and tax returns required pursuant to the terms of the PILOT Lease and/or PILOT Document, as applicable,
and upon request of Lender, promptly deliver a copy of such reporting to Lender;


 


(v)            conduct
all leasing at the applicable PILOT Property in accordance with the terms and conditions in the PILOT Lease and/or PILOT Documents, as
applicable, and in accordance with Legal Requirements; and


 


(vi)           continue
to operate at the applicable PILOT Property and shall not cease operations or “go dark” with respect to such PILOT Property
as required pursuant to the terms and conditions of the PILOT Lease and/or PILOT Document, as applicable.


 


Notwithstanding anything
to the contrary contained herein, Lender acknowledges that all payments under any PILOT Bond held by an Individual Mortgage Borrower
may be made by such Individual Mortgage Borrower via ledger or book entry only to the extent permitted under the applicable PILOT Lease
Documents.


 






    73


     


    

 


(b)            Except
in connection with an Individual Mortgage Borrower’s acquisition of fee title to the fee estate held by a PILOT Lessor in accordance
with Section 4.24(e) hereof, not and shall not cause or permit any other Person to, without the prior consent of Lender,
transfer, surrender, terminate or cancel any PILOT Lease or PILOT Document, including any PILOT Bond or modify, change, supplement, alter
or amend any PILOT Lease or PILOT Document, either orally or in writing.


 


(c)            If
any Individual Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of any PILOT
Lease and/or PILOT Document, as applicable, on the part of any such Individual Mortgage Borrower to be performed or observed and shall
fail to cure the same prior to the expiration of any applicable cure or grace period provided under the PILOT Lease and/or PILOT Document,
as applicable, then, without limiting the generality of the other provisions of the Security Instruments, this Agreement and the other
Loan Documents, and without waiving or releasing any such Individual Mortgage Borrower from any of its obligations hereunder, subject
to Mortgage Lender’s rights under the Mortgage Loan Documents, Lender shall have the right, but shall be under no obligation, to
pay any sums and to perform any act or take any action as may be appropriate to cause all of the material terms, covenants and conditions
of the any such PILOT Lease and/or PILOT Document, as applicable, on the part of any such Individual Mortgage Borrower to be performed
or observed or to be promptly performed or observed on behalf of any such Individual Mortgage Borrower, to the end that the rights of
any such Individual Mortgage Borrower in, to and under any such PILOT Lease and/or PILOT Document, as applicable, shall be kept unimpaired
as a result thereof and free from default. If Lender shall make any payment or perform any act or take action in accordance with the
preceding sentence, Lender will notify Borrower of the making of any such payment, the performance of any such act or the taking of any
such action. In any such event, Lender and any Person designated as Lender’s agent by Lender shall have, and are hereby granted,
the right to enter upon the applicable PILOT Property at any reasonable time, on reasonable written notice and from time to time for
the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably deems necessary for any such
purpose and upon so doing shall be subrogated to any and all rights of the PILOT Lessor or other counterparty to the applicable PILOT
Document. Borrower hereby agrees to pay (or to cause Mortgage Borrower to pay) to Lender within five (5) days after demand,
all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums
so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the Pledge Agreement.


 


(d)            If
any PILOT Lessor or other counterparty to a PILOT Document shall deliver to Lender a copy of any notice of default sent by such PILOT
Lessor or counterparty to any applicable Individual Mortgage Borrower under the applicable PILOT Lease and/or PILOT Document, such notice
shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon.
Borrower will not cause or permit Mortgage Borrower to subordinate or consent to the subordination of the PILOT Lease and/or PILOT Document,
as applicable, to any mortgage, security deed, lease or other interest on or in the PILOT Lessor’s interest in all or any part
of any fee interest in the PILOT Properties or the Security Instrument, unless, in each such case, the written consent of Lender shall
have been first obtained.


 






    74


     


    

 


(e)            Borrower
shall cause each applicable Individual Mortgage Borrower to purchase the fee interest held by the applicable PILOT Lessor as and when
required pursuant to the applicable PILOT Leases, and in connection therewith, cause each applicable Individual Mortgage Borrower to
pay all amounts due under such PILOT Leases and the PILOT Bonds, including, without limitation, rent payments, attorney’s fees
and principal and interest payments on the PILOT Bonds (if any). If any Individual Mortgage Borrower shall fail to timely purchase the
fee interest held by the applicable PILOT Lessor as and when required pursuant to the applicable PILOT Leases, then, without limiting
the generality of the other provisions of the Security Instruments, this Agreement and the other Loan Documents, and without waiving
or releasing Borrower from any of its obligations hereunder, subject to Mortgage Lender’s rights under the Mortgage Loan Documents,
Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate
to acquire the fee interest held by the applicable PILOT Lessor, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact
to exercise any such option in the name of and upon behalf of Borrower and the applicable Individual Mortgage Borrower, which power of
attorney shall be irrevocable and shall be deemed to be coupled with an interest. If Lender shall make any payment or perform any act
or take action in accordance with the preceding sentence, Borrower hereby agrees to pay (or cause Mortgage Borrower to pay) to Lender
within five (5) days after day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon
shall be secured by the legal operation and effect of the Pledge Agreement.


 


(f)            If
an Individual Mortgage Borrower shall become the owner of fee title to any fee title in the PILOT Properties, then Borrower shall cause
Mortgage Borrower, at its sole cost and expense, to comply with the terms of the Mortgage Loan Documents with respect thereto and provide
evidence thereof to Lender in form and substance satisfactory to Lender.


 


Section 4.25.       Liens;
Utility and Other Easements.


 


(a)            Borrower
shall not and shall not permit Mortgage Borrower to create, incur, assume or suffer to exist any lien on any portion of any Individual
Property or the Collateral or permit any such action to be taken, except Permitted Encumbrances.


 


(b)            Borrower
may, without the consent of Lender, permit Mortgage Borrower to (i) make transfers of immaterial portions of any one or more Individual
Properties to Governmental Authorities for dedication or public use, or to third parties for private use as roadways or for access, ingress
or egress, or (ii) grant easements, restrictions, covenants, reservations and rights of way required by a Lease or otherwise granted
in the ordinary course of business for use, access, water and sewer lines, telephone and telegraph lines, gas or electric lines, telecommunications
leases and other utilities, provided that no such grant, conveyance or encumbrance shall materially impair the utility and operation
of the affected Individual Property or have an Individual Material Adverse Effect on such Individual Property. In connection with any
such grant, conveyance or encumbrance, if requested by Borrower on Mortgage Borrower’s behalf, Lender, at Borrower’s sole
cost and expense, shall execute and deliver any instrument necessary or reasonably appropriate and in the form reasonably acceptable
to the Lender evidencing its consent to such grant, conveyance or encumbrance (and, in the case of any such transfer as described in
the preceding subclause (i), a release of such portion of the Individual Property from the lien of the applicable Security
Instrument and, in the case of any easement, covenant, reservation or right-of-way as described in the preceding subclause (ii),
the subordination of the lien of the Security Instrument encumbering the affected Individual Property to such easement, covenant, reservation
or right-of-way) upon receipt by Lender of:


 


(i)             ten
(10) days’ prior written notice thereof;


 






    75


     


    

 


(ii)            a
copy of the easement, covenant, transfer document, reservation or right of way;


 


(iii)           an
Officer’s Certificate stating (I) with respect to any transfer, the consideration, if any, being paid for the transfer and
(II) that such transfer, easement, covenant, reservation or right of way does not have an Individual Material Adverse Effect on
the applicable Individual Property; and


 


(iv)           reimbursement
of all of Lender’s reasonable costs and expenses incurred in connection with such grant, conveyance or encumbrance (and such consent,
release of lien or instrument of subordination), including reasonable attorney’s fees and expenses and the current fee being assessed
by Servicer in an amount not to exceed $10,000.


 


Section 4.26.       Federal
Reserve Regulations. Borrower shall, from time to time, provide Lender with such information
relating to Borrower, Mortgage Borrower, any SPE Component Entity, any Mortgage SPE Component Entity, Guarantor, Sponsor, and/or any
Constituent Owner thereof as Lender shall deem necessary (in Lender’s sole and absolute discretion) in determining Lender’s
ongoing compliance with Regulation W and Regulation O of the Federal Reserve Act (as each of the same may be amended, modified, supplemented,
and/or replaced from time to time). Notwithstanding anything to the contrary contained herein, none of Borrower, Mortgage Borrower, any
SPE Component Entity, any Mortgage SPE Component Entity, Guarantor, Sponsor, and/or any Constituent Owner thereof shall take any action
that will cause Lender and/or the Loan to violate Regulation W and/or Regulation O.


 


Section 4.27.       Immediate
Repairs.  Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to promptly
perform (or cause the performance of) the Immediate Repairs. Upon Lender’s request, Borrower shall (or shall cause Mortgage Borrower
to) provide evidence reasonably acceptable to Lender of the completion of such Immediate Repairs.


 


Section 4.28.       Notices.
Borrower shall give notice, or cause notice to be given to Lender promptly upon Borrower obtaining actual knowledge of any Mortgage Loan
Event of Default under any Mortgage Loan Document.


 


Section 4.29.       Special
Distributions. On each date on which amounts are required to be paid to Lender under any of
the Loan Documents, Borrower shall, to the extent such action is permitted under the Mortgage Loan Documents, exercise its rights under
the Mortgage Borrower’s operating agreement to cause Mortgage Borrower to make to Borrower a distribution in an aggregate amount
such that Lender shall receive the amount required to be paid to Lender on such date, provided there is sufficient cash flow from operation
of the Property and provided further that no direct or indirect constituent member of such entity or any Affiliate shall be required
to make an additional capital contribution to satisfy such obligation. Notwithstanding the foregoing and for the avoidance of doubt,
the insufficiency of cash flow from the operation of the Property shall not absolve Borrower of the obligation to make any payments as
and when due pursuant to the Loan Documents, and such obligations shall be separate and independent and not conditioned on any event
or circumstance whatsoever.


 






    76


     


    

 


Section 4.30.       Curing.


 


(a)            Upon
the occurrence and during the continuance of an Event of Default, Lender shall have the right, but shall not have the obligation, to
exercise Borrower’s rights, if any, as the sole member of Mortgage Borrower to cause Mortgage Borrower (i) to cure a
Mortgage Loan Event of Default and (ii) to satisfy any liens, claims or judgments against the Property if the same has resulted
in a Mortgage Loan Event of Default. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 4.30
(including reasonable attorneys’ fees) (v) shall constitute additional advances of the Loan to Borrower, (w) shall
increase the then unpaid principal, (x) shall bear interest at the Default Rate for the period from the date that such costs or
expenses were incurred to the date of payment to Lender, (y) shall constitute a portion of the Debt, and (z) shall be
secured by the Loan Documents. In the event that Lender makes any payment in respect of the Mortgage Loan in connection with the
exercise of its rights pursuant to this Section, Lender shall be subrogated to all of the rights of Mortgage Lender under the
Mortgage Loan Documents against the Property and Mortgage Borrower to the extent of such payment, without limitation to any other
rights Lender may have under the Loan Documents or applicable law. Notwithstanding the foregoing, unless and to the extent Lender
has foreclosed on the Collateral pursuant to the Pledge Agreement and/or other Security Documents, any Mortgage Loan Event of
Default which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Mortgage Borrower
under the Mortgage Loan Documents shall constitute an Event of Default hereunder, without regard to any subsequent payment or
performance of any such obligations by Lender.


 


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


 


(c)            If
Lender shall receive a copy of any notice of default under the Mortgage Loan Documents sent by Mortgage Lender to Mortgage Borrower,
such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance
thereon, except for any action taken or omitted to be taken as a result of Lender’s gross negligence or willful misconduct.


 






    77


     


    

 


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


 


Section 4.31.       Mortgage
Borrower Covenants. Borrower shall cause Mortgage Borrower to comply with all obligations with
which Mortgage Borrower has covenanted to comply under the Mortgage Loan Agreement and all other Mortgage Loan Documents (including,
without limitation, those certain affirmative and negative covenants set forth in Article 4 of the Mortgage Loan Agreement) whether
the Mortgage Loan has been repaid or the related Mortgage Loan Document terminated, unless otherwise consented to in writing by Lender
(provided, that, in the event the Mortgage Loan is no longer outstanding, Borrower shall not be required to cause Mortgage Borrower to
comply with provisions that are no longer relevant).


 


Section 4.32.       Limitations
on Distributions. Subject to Section 4.29 hereof, following the occurrence and during
the continuance of an Event of Default, Borrower shall not make any distributions to its members. If any distributions shall be received
by Borrower or any Affiliate of Borrower after the occurrence and during the continuance of an Event of Default, Borrower shall hold,
or shall cause the same to be held, in trust for the benefit of Lender.


 


Section 4.33.       Limitations
on Securities Issuances. Without the prior written consent of Lender, none of Borrower, any
SPE Component Entity, Mortgage Borrower or any Mortgage SPE Component Entity nor any of their respective subsidiaries shall issue any
limited partnership interests or liability company interests or other securities other than those that have been issued as of the date
hereof.


 


Section 4.34.       Other
Limitations. Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates
shall give its consent or approval to, or permit Mortgage Borrower to take, any of the following actions or items:


 


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


 


(b)            a
refinancing or other prepayment of the Mortgage Loan (except in accordance with the express terms and conditions of this Agreement);


 


(c)            the
modification, amendment, waiver or termination to or of any of the Mortgage Loan Documents or Mortgage Borrower’s or any Mortgage
SPE Component Entity’s organizational documents (except to the extent such modifications and amendments are required to be made
pursuant to the terms of the Mortgage Loan Agreement or are otherwise not material and do not adversely affect Lender (including, without
limitation, replacing any member of the Board of Managers thereof to the extent permitted by the Mortgage Loan Documents)). Borrower
shall cause Mortgage Borrower to provide Lender or with a copy of any amendment, waiver, modification or termination to or of the Mortgage
Loan Documents within (5) days after the execution thereof whether or not the same is permitted pursuant to the terms hereof; or


 






    78


     


    

 


(d)            except
in accordance with Section 4.12 hereof, during the continuance of a Trigger Period, approve the terms of the Annual Budget.


 


Section 4.35.       Acquisition
of the Mortgage Loan. Lender shall have the right at any time to acquire all or any portion
of the Mortgage Loan without notice or consent of Borrower, Mortgage Borrower, Guarantor or any other Borrower Party, in which event
Lender shall have and may exercise all rights of Mortgage Lender thereunder (to the extent of its interest), including the right (a) upon
the occurrence and during the continuance of a Mortgage Loan Event of Default, to declare that the Mortgage Loan is due and payable,
(b) upon the occurrence and during the continuance of a Mortgage Loan Event of Default, to accelerate the Mortgage Loan indebtedness
in accordance with the terms thereof and (c) to pursue all remedies against any obligor under the Mortgage Loan Documents in accordance
with the terms thereof. In addition, to the extent permitted by applicable law, Borrower hereby expressly agrees that any counterclaims
(other than a compulsory counterclaim), defenses (other than defenses raised in good faith in connection with any exercise of remedies)
or offsets of any kind which Mortgage Borrower or any other Person may have against Mortgage Lender relating to or arising out of the
Mortgage Loan prior to the date of such assignment, shall be the personal obligation of Mortgage Lender and in no event shall Mortgage
Borrower be entitled to bring, pursue or raise any such counterclaims, defenses or offsets against Lender or any Affiliate of any of
them or any other Person as the successor holder of the Mortgage Loan or any interest therein from any liability that predates the assignment
to Lender or provided that Mortgage Borrower may seek specific performance of its contractual rights under the Mortgage Loan Documents.


 


Section 4.36.       Bankruptcy
Related Covenants. To the extent permitted by applicable law, Borrower shall not, nor shall
Borrower cause Mortgage Borrower or any Mortgage SPE Component Entity to, seek substantive consolidation of Borrower, Mortgage Borrower
or any Mortgage SPE Component Entity into the bankruptcy estate of Guarantor or Sponsor in connection with a proceeding under the Bankruptcy
Code or under any other federal, state or foreign insolvency law involving Guarantor or Sponsor.


 


Section 4.37.       Contractual
Obligations. Borrower will not enter into any agreement, instrument, or undertaking other than
(a) the Loan Documents, (b) the organizational documents of Borrower and Mortgage Borrower, and/or (c) agreements to provide
for independent manager services and agent for service of process services.


 


ARTICLE 5


 


SINGLE
PURPOSE ENTITY COVENANTS


 


Section 5.1.         Single
Purpose Entity/Separateness.


 


(a)            Borrower
represents and warrants to, and covenants with, Lender that since the date of its formation and at all times on and after the date hereof
and until such time as the Debt shall be paid in full it has not and will not:


 


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


 






    79


     


    

 


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


 


(iii)           merge
into or consolidate with any Person, divide or otherwise engage in or permit any Division or have the power to engage in or permit any
Division or dissolve, or to the fullest extent permitted by law, terminate, liquidate in whole or in part, transfer or otherwise dispose
of all or substantially all of its assets (unless such action results in the repayment, in full, of the Loan) or change its legal structure.
As used herein, the term “Division” shall mean, as to any Person, such Person dividing and/or otherwise engaging in and/or
becoming subject to, in each case, any division (whether pursuant to plan of division or otherwise), including, without limitation and
to the extent applicable, pursuant to §18-217 of the Limited Liability Company Act of the State of Delaware;


 


(iv)           fail
to observe all organizational formalities necessary to preserve its separate existence, or fail to preserve its existence as an entity
duly organized, validly existing and in good standing (if applicable) under the applicable Legal Requirements of the jurisdiction of
its organization or formation, or amend, modify, terminate or fail to comply with the provisions of its organizational documents, in
any manner that violates the single purpose covenants set forth in this Article 5 (provided, that, such organizational
documents may be amended or modified to the extent that, in addition to the satisfaction of the requirements related thereto set forth
therein, Lender’s prior written consent and, if required by Lender, a Rating Agency Confirmation are first obtained);


 


(v)            own
any subsidiary, or make any investment in, any Person (other than in Mortgage Borrower or any Mortgage SPE Component Entity or, with
respect to any SPE Component Entity, in Borrower);


 


(vi)           (a) commingle
its funds or assets with the funds or assets of any Person, or (b) other than as provided in the Cash Management Agreement, participate
in any cash management system with any other Person;


 


(vii)          incur
any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, and Indebtedness
incurred in the ordinary course of business not to exceed $25,000 at any time and not material in the aggregate that is incidental to
Borrower’s activities as a member of Mortgage Borrower. No Indebtedness other than the Debt may be secured (subordinate or pari passu)
by the Collateral;


 


(viii)         fail
to maintain all of its books, records, financial statements and bank accounts separate from those of any other Person (including, without
limitation, any Affiliates). Borrower’s assets have not and will not be listed as assets on the financial statement of any other
Person; provided, however, that Borrower’s assets may be included in a consolidated financial statement of its Affiliates,
provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness
of Borrower and such Affiliates and to indicate that Borrower’s assets and credit are not available to satisfy the debts and other
obligations of such Affiliates or any other Person and (ii) such assets shall be listed on Borrower’s own separate balance
sheet. Borrower has maintained and will maintain its books, records, resolutions and agreements as official records;


 






    80


     


    

 


(ix)           except
in connection with capital contributions and capital distributions permitted pursuant to the terms of such Borrower’s organizational
documents and not prohibited under this Agreement, enter into any contract or agreement with any partner, member, shareholder, principal
or Affiliate, except, in each case, upon terms and conditions that are comparable to those that would be available on an arm’s-length
basis with unaffiliated third parties;


 


(x)            maintain
its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those
of any other Person;


 


(xi)           except
to Lender in connection with the Loan, assume or guaranty the debts or obligations of any Person, hold itself out to be responsible for
the debts or obligations of any Person, or otherwise pledge its assets for the benefit of any Person or hold out its credit as being
available to satisfy the obligations of any Person; provided, that Borrowers shall be jointly and severally liable for all obligations
of Borrowers under the Loan Documents;


 


(xii)          make
any loans or advances to any Person;


 


(xiii)         fail
to file its own tax returns (except to the extent that it was or is treated as a “disregarded entity” for tax purposes and
was or is required to file consolidated tax returns under applicable law) (unless prohibited by applicable Legal Requirements from doing
so);


 


(xiv)         fail
to (A) hold itself out to the public and identify itself, in each case, as a legal entity separate and distinct from any other Person
and not as a division or part of any other Person, (B) conduct its business solely in its own name, (C) hold its assets in
its own name or (D) correct any known misunderstanding regarding its separate identity;


 


(xv)          fail
to intend to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and
in light of its contemplated business operations (to the extent there exists sufficient net cash flow available from the Collateral to
do so and Lender or Mortgage Lender permits such cash flow or loan proceeds to be applied for such purposes, or if reserve funds held
by Lender or Mortgage Lender and specifically allocated for such ‎amount have not been made available to Borrower by Lender or to
Mortgage Borrower by Mortgage Lender to pay such outstanding ‎amounts, and provided that the foregoing shall not require any direct
or ‎indirect member, partner or shareholder of a Borrower to make (or seek) any ‎additional capital contributions, equity infusions
or loans to such Borrower);


 






    81


     


    

 


 


(xvi)         without
the prior unanimous written consent of all of its partners, shareholders or members, as applicable, the prior unanimous written consent
of its board of directors or managers, as applicable, and the prior written consent of the Independent Director (regardless of whether
such Independent Director is engaged at the Borrower or SPE Component Entity level), (a) file or consent to the filing of any petition,
either voluntary or involuntary, to take advantage of any Creditors Rights Laws (except with the written consent or direction of Lender),
(b) seek or consent to the appointment of a receiver, liquidator or any similar official (except with the written consent or direction
of Lender), (c) take any action that could reasonably be expected to cause such entity to become insolvent, (d) make an assignment
for the benefit of creditors (except to Lender or at the request or with the consent of Lender) or (e) take any Material Action
with respect to Borrower or any SPE Component Entity (provided, that, none of any member, shareholder or partner (as applicable)
of Borrower or any SPE Component Entity or any board of directors or managers (as applicable) of Borrower or any SPE Component Entity
may vote on or otherwise authorize the taking of any of the foregoing actions unless, in each case, there is at least one (1) Independent
Director then serving in such capacity in accordance with the terms of the applicable organizational documents and such Independent Director
has consented to such foregoing action);


 


(xvii)        fail
to allocate shared expenses (including, without limitation, shared office space) or to the extent reasonably necessary in the operation
of its business, fail to use separate stationery, invoices and checks bearing its own name and not bearing the name of any other entity
unless such entity holds itself out as and is clearly designated as being its agent;


 


(xviii)       except
for payments which may be made on Borrower’s behalf pursuant to the Environmental Indemnity and the Guaranty, fail to intend to
pay its own liabilities (including, without limitation, a fairly allocated portion of any personnel and overhead expenses that it shares
with any Affiliate and salaries of its own employees) from its own funds and assets (as distinguished from the funds and assets of another
Person) or fail to maintain a sufficient number of employees in light of its contemplated business operations (in each case to the extent
there exists sufficient net cash flow available from the Collateral to do so and Lender or Mortgage Lender permits such cash flow or
loan proceeds to be applied for such purposes, or if reserve funds held by Lender or Mortgage Lender and specifically allocated for such
amounts have been made available to Borrower by Lender or Mortgage Lender to pay such outstanding amounts); provided, that the
foregoing shall not require any direct or indirect member, partner or shareholder of Borrower to make any additional capital contributions,
equity infusions or loans to such Borrower;


 


(xix)          acquire
obligations (other than in respect of a co-Borrower’s obligations under the Loan Documents) or securities of its partners, members,
shareholders or other Affiliates, as applicable;


 


(xx)           identify
its partners, members, shareholders or other Affiliates, as applicable, as a division or part of it;


 


(xxi)          violate
or cause to be violated, in any material respect, the factual assumptions made with respect to Borrower and its principals in the Non-Consolidation
Opinion or in any New Non-Consolidation Opinion, provided, however, that (a) if such violation is susceptible of cure,
Borrower shall cure ‎such ‎violation within thirty (30) days, and (b) Borrower promptly delivers to Lender a New Non-Consolidation
Opinion‎ or modification to the ‎original Non-Consolidation Opinion‎, as ‎applicable, to the effect that such breach
shall not in any ‎way impair, negate or amend the ‎opinion rendered in the original Non-Consolidation Opinion‎ or any subsequent
New Non-Consolidation Opinion (as applicable); or


 






    82


     


    

 


(xxii)         other
than pursuant to the Environmental Indemnity and the Guaranty, have any of its obligations guaranteed by any Affiliate or constituent
party.


 


(b)            If
Borrower is a partnership or limited liability company (other than an Acceptable LLC), each general partner (in the case of a partnership)
and at least one member (in the case of a limited liability company) of Borrower, as applicable, shall be a corporation or an Acceptable
LLC (each, an “SPE Component Entity”) whose sole asset is its interest in Borrower. Each SPE Component Entity (i) will
at all times comply with each of the covenants, terms and provisions contained in Section 5.1(a)(iii) - (vi) (inclusive)
and (viii) – (xxi) (inclusive) and, if such SPE Component Entity is an Acceptable LLC, Section 5.1(c) and
(d) hereof, as if such representation, warranty or covenant was made directly by such SPE Component Entity; (ii) will
not engage in any business or activity other than owning an interest in Borrower; (iii) will not acquire or own any assets other
than its partnership, membership, or other equity ownership interest in Borrower; (iv) will at all times continue to own no less
than a 0.5% direct equity ownership interest in Borrower; (v) will not incur any debt, secured or unsecured, direct or contingent
(including guaranteeing any obligation); and (vi) will cause Borrower to comply with the provisions of this Section 5.1.


 


(c)            In
the event Borrower or any SPE Component Entity is an Acceptable LLC, the limited liability company agreement of Borrower or such SPE
Component Entity (as applicable) (the “LLC Agreement”) shall provide that (i) upon the occurrence of any event
that causes the last remaining member of Borrower or such SPE Component Entity (as applicable) (“Member”) to cease
to be the member of Borrower or such SPE Component Entity (as applicable) (other than upon continuation of the Borrower or such SPE Component
Entity (as applicable) without dissolution upon (A) an assignment by Member of all of its limited liability company interest in
Borrower or such SPE Component Entity (as applicable) and the admission of the transferee in accordance with the Loan Documents and the
LLC Agreement, or (B) the resignation of Member and the admission of an additional member of Borrower or such SPE Component Entity
(as applicable) in accordance with the terms of the Loan Documents and the LLC Agreement), any person acting as Independent Director
of Borrower or such SPE Component Entity (as applicable) shall, without any action of any other Person and simultaneously with the Member
ceasing to be the member of Borrower or such SPE Component Entity (as applicable) automatically be admitted to Borrower or such SPE Component
Entity (as applicable) as a member with a 0% economic interest (“Special Member”) and shall continue Borrower or such
SPE Component Entity (as applicable) without dissolution and (ii) Special Member may not resign from Borrower or such SPE Component
Entity (as applicable) or transfer its rights as Special Member unless (A) a successor Special Member has been admitted to Borrower
or such SPE Component Entity (as applicable) as a Special Member in accordance with requirements of the LLC Agreement and (B) after
giving effect to such resignation or transfer, there remains at least one (1) Independent Director of such SPE Component Entity
or Borrower (as applicable) in accordance with Section 5.2 below. The LLC Agreement shall further provide that (i) Special
Member shall automatically cease to be a member of Borrower or such SPE Component Entity (as applicable) upon the admission to Borrower
or such SPE Component Entity (as applicable) of the first substitute member, (ii) Special Member shall be a member of Borrower or
such SPE Component Entity (as applicable) that has no interest in the profits, losses and capital of Borrower or such SPE Component Entity
(as applicable) and has no right to receive any distributions of the assets of Borrower or such SPE Component Entity (as applicable),
(iii) pursuant to the applicable provisions of the limited liability company act of the State of Delaware (the “Act”),
Special Member shall not be required to make any capital contributions to Borrower or such SPE Component Entity (as applicable) and shall
not receive a limited liability company interest in Borrower or such SPE Component Entity (as applicable), (iv) Special Member,
in its capacity as Special Member, may not bind Borrower or such SPE Component Entity (as applicable) and (v) except as required
by any mandatory provision of the Act, Special Member, in its capacity as Special Member, shall have no right to vote on, approve or
otherwise consent to any action by, or matter relating to, Borrower or such SPE Component Entity (as applicable) including, without limitation,
the merger, consolidation or conversion of Borrower or such SPE Component Entity (as applicable); provided, however, such
prohibition shall not limit the obligations of Special Member, in its capacity as Independent Director, to vote on such matters required
by the Loan Documents or the LLC Agreement. In order to implement the admission to Borrower or such SPE Component Entity (as applicable)
of Special Member, Special Member shall execute a counterpart to the LLC Agreement. Prior to its admission to Borrower or such SPE Component
Entity (as applicable) as Special Member, Special Member shall not be a member of Borrower or such SPE Component Entity (as applicable),
but Special Member may serve as an Independent Director of Borrower or such SPE Component Entity (as applicable).


 






    83


     


    

 


(d)            The
LLC Agreement shall further provide that (i) upon the occurrence of any event that causes the Special Member to cease to be a member
of the Borrower or such SPE Entity (as applicable) or that causes the Member to cease to be a member of Borrower or such SPE Component
Entity (as applicable) (other than upon continuation of the Borrower or such SPE Entity (as applicable) without dissolution upon (A) an
assignment by Member of all of its limited liability company interest in Borrower or such SPE Component Entity (as applicable) and the
admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or (B) the resignation of Member and the
admission of an additional member of Borrower or such SPE Component Entity (as applicable) in accordance with the terms of the Loan Documents
and the LLC Agreement), to the fullest extent permitted by law, the personal representative of such member of the Borrower or SPE Entity
(as applicable) shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such member
in Borrower or such SPE Component Entity (as applicable) agree in writing (A) to continue Borrower or such SPE Component Entity
(as applicable) and (B) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute
member of Borrower or such SPE Component Entity (as applicable) effective as of the occurrence of the event that terminated the continued
membership of such member in Borrower or such SPE Component Entity (as applicable), (ii) any action initiated by or brought against
Member or Special Member under any Creditors Rights Laws shall not cause Member or Special Member to cease to be a member of Borrower
or such SPE Component Entity (as applicable) and upon the occurrence of such an event, the business of Borrower or such SPE Component
Entity (as applicable) shall continue without dissolution and (iii) each of Member and Special Member waives any right it might
have to agree in writing to dissolve Borrower or such SPE Component Entity (as applicable) upon the occurrence of any action initiated
by or brought against Member or Special Member under any Creditors Rights Laws, or the occurrence of an event that causes Member or Special
Member to cease to be a member of Borrower or such SPE Component Entity (as applicable).


 






    84


     


    

 


(e)            As
of and after the date hereof, Borrower is, and will be organized for the purpose of owning the Collateral, and activities incidental
thereto and for the purpose of investing the equity capital that was contributed to Borrower by the sole member or the partners, as applicable,
of Borrower in compliance with the provisions of this Agreement. No equity capital was raised by Borrower (which, for the avoidance of
doubt, shall not include contributions to Borrower by or on behalf of its sole member or its partners, as applicable). For the avoidance
of doubt, there has been no direct or indirect commercial activity by Borrower or a person or entity acting on its behalf to procure
the transfer or commitment of capital by the sole member of the Borrower for the purpose of investing it in accordance with this Section 5.1.


 


Section 5.2.         Independent
Director.


 


(a)            The
organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the applicable SPE Component Entity,
as applicable, shall provide that at all times there shall be at least one duly appointed independent director or manager of such entity
(each, an “Independent Director”) who shall (I) not have been at the time of each such individual’s initial
appointment, and shall not have been at any time during the preceding five years, and shall not be at any time while serving as Independent
Director, (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent Director),
partner, member (other than in its capacity as Special Member) or employee of, Borrower, the applicable SPE Component Entity or any of
their respective shareholders, partners, members, subsidiaries or Affiliates, (ii) a customer of, or supplier to, or other Person
who derives any of its purchases or revenues from its activities with, Borrower, the applicable SPE Component Entity or any of their
respective shareholders, partners, members, subsidiaries or Affiliates (other than a nationally-recognized company that routinely provides
professional independent directors and other corporate services to Borrower or any of its Affiliates in the ordinary course of its business),
(iii) a Person who Controls or is under common Control with any such shareholder, officer, director, partner, member, employee supplier,
customer or other Person, (iv) a member of the immediate family of any such shareholder, officer, director, partner, member, employee,
supplier, customer or other Person or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving Borrower,
the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall
have, at the time of their appointment, had at least three (3) years’ experience in serving as an independent director and
(III) be employed by, in good standing with and engaged by Borrower in connection with, in each case, an Approved ID Provider. Notwithstanding
the foregoing, no Independent Director shall also serve as an Independent Director (as such term is defined in the Mortgage Loan Agreement)
for Mortgage Borrower or any Mortgage SPE Component Entity or as an Independent Director (as such term is defined in the Mezzanine B
Loan Agreement) for Mezzanine B Borrower or any Mezzanine B SPE Component Entity. Notwithstanding anything to the contrary contained
herein, it shall be an additional covenant and requirement under this Article that any entity housing an Independent Director (whether
Borrower and/or any SPE Component Entity) shall be an Acceptable LLC.


 






    85


     


    

 


(b)            The
organizational documents of Borrower and each SPE Component Entity shall further provide that (I) the board of directors or managers
of Borrower and each SPE Component Entity and the constituent equity owners of such entities (constituent equity owners, the “Constituent
Members”) shall not take any action set forth in Section 5.1(a)(xvi) or any other action which, under the
terms of any organizational documents of Borrower or any SPE Component Entity, requires the vote of the Independent Director unless,
in each case, at the time of such action there shall be at least one Independent Director engaged as provided by the terms hereof and
such Independent Director votes in favor of or otherwise consent to such action; (II) any resignation, removal or replacement of
any Independent Director shall not be effective without (1) prior written notice to Lender and the Rating Agencies (which such prior
written notice must be given on the earlier of five (5) days or three (3) Business Days prior to the applicable resignation,
removal or replacement) and (2) evidence that the replacement Independent Director satisfies the applicable terms and conditions
hereof and of the applicable organizational documents (which such evidence must accompany the aforementioned notice); (III) to the
fullest extent permitted by applicable law, including Section 18-1101(c) of the Act and notwithstanding any duty otherwise
existing at law or in equity, the Independent Director shall consider only the interests of the Constituent Members and Borrower and
each SPE Component Entity (including Borrower’s and each SPE Component Entity’s respective creditors) in acting or otherwise
voting on the matters provided for herein and in Borrower’s and each SPE Component Entity’s organizational documents (which
such fiduciary duties to the Constituent Members and Borrower and each SPE Component Entity (including Borrower’s and each SPE
Component Entity’s respective creditors), in each case, shall be deemed to apply solely to the extent of their respective economic
interests in Borrower or the applicable SPE Component Entity (as applicable) exclusive of (x) all other interests (including, without
limitation, all other interests of the Constituent Members), (y) the interests of other Affiliates of the Constituent Members, Borrower
and each SPE Component Entity and (z) the interests of any group of Affiliates of which the Constituent Members, Borrower or any
SPE Component Entity is a part); (IV) other than as provided in subsection (III) above, the Independent Director shall not
have any fiduciary duties to any Constituent Members, any directors of Borrower or any SPE Component Entity or any other Person; (V) the
foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing under applicable law; (VI) to the
fullest extent permitted by applicable law, including Section 18-1101(e) of the Act, an Independent Director shall not be liable
to Borrower, any SPE Component Entity, any Constituent Member or any other Person for breach of contract or breach of duties (including
fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct; and (VII) except as provided
in the foregoing subsections (III) through (VI), the Independent Director shall, in exercising their rights and performing their
duties under the applicable organizational documents, have a fiduciary duty of loyalty and care similar to that of a director of a business
corporation organized under the General Corporation Law of the State of Delaware. Notwithstanding anything to the contrary set forth
herein, Borrower shall not remove any Independent Director except for removal of an Independent Director by reason of (x) acts or
omissions by such Independent Director that constitute willful disregard of such Independent Director’s or (y) such Independent
Director having engaged in or having been charged with, or having been convicted of, fraud or other acts constituting a crime under any
law applicable to such Independent Director. Notwithstanding anything to the contrary contained in this Agreement, no Independent Director
shall be removed or replaced without Cause and unless the Company provides Lender with no less than two (2) Business Days’
prior written notice of (a) any proposed removal of such Independent Director, and (b) the identity of the proposed replacement
Independent Director, together with a certification that such replacement satisfies the requirements for an Independent Director set
forth in this Agreement.


 






    86


     


    

 


Section 5.3.         Change
of Name, Identity or Structure. Neither Borrower nor any SPE Component Entity shall change
(or permit to be changed) their respective, and Borrower shall not cause or permit Mortgage Borrower or any Mortgage SPE Component Entity
to change (or permit to be changed) their respective, (a) name, (b) identity (including its trade name or names), (c) principal
place of business set forth on the first page of this Agreement or (d) if not an individual, such Person’s corporate,
partnership or other structure or state of formation, without, in each case, notifying Lender of such change in writing at least thirty
(30) days prior to the effective date of such change and, in the case of a change in such Person’s structure or state of formation,
without first obtaining the prior written consent of Lender and, if required by Lender, a Rating Agency Confirmation with respect thereto.
Borrower shall execute and deliver to Lender, prior to or contemporaneously with the effective date of any such change, any financing
statement or financing statement change required by Lender to establish or maintain the validity, perfection and priority of the security
interest granted herein. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade
names under which Borrower or any applicable SPE Component Entity intends to own the Collateral, and representing and warranting that
Borrower or the applicable SPE Component Entity does business under no other trade name with respect to the Collateral. Any Borrower
that is a Delaware limited liability company shall at all times remain a Delaware single-member limited liability company.


 


Section 5.4.         Business
and Operations. Borrower will continue to engage in the businesses now conducted by it as and
to the extent the same are necessary for the ownership of the Collateral. Borrower will qualify to do business and will remain in good
standing under the laws of each jurisdiction required for the ownership and perfection of the Collateral.


 


Section 5.5.         Mortgage
Borrower SPE Provisions. Borrower hereby represents and warrants to Lender that as of the date
hereof all representations and warranties set forth in Article 5 of the Mortgage Loan Agreement are true and correct. Borrower shall
cause Mortgage Borrower and any Mortgage SPE Component Entity to comply with Article 5 of the Mortgage Loan Agreement.


 


ARTICLE 6


 


NO
SALE OR ENCUMBRANCE


 


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


 






    87


     


    

 


Section 6.2.         No
Sale/Encumbrance.


 


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


 


(b)            A
Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Mortgage Borrower agrees to
sell the Property (or any part thereof) for a price to be paid in installments or Borrower agrees to sell the Collateral (or any part
thereof) for a price to be paid in installments; (ii) an agreement by Mortgage Borrower leasing all or a substantial part of the
Property for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security
interest in, Borrower’s right, title and interest in and to any Collateral or Mortgage Borrower’s right, title and interest
in and to any (A) Leases or any Rents, (B) Property Documents, (C) intentionally omitted or (D) the PILOT Leases
and/or PILOT Documents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s
stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party is a limited or general
partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the
Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership
interests (provided that, for the avoidance of doubt, pledges of Borrower distributions by indirect owners of Borrower shall not
be prohibited hereby so long as such distributions are not made by Borrower during the continuance of a Trigger Period) or the creation
or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger, Division
or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member,
any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest
(provided that, for the avoidance of doubt, pledges of Borrower distributions by indirect owners of Borrower shall not be prohibited
hereby so long as such distributions are not made by Borrower during the continuance of a Trigger Period); (vi) if a Restricted
Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted
Party or the creation or issuance of new legal or beneficial interests in a Restricted Party or the revocation, rescission or termination
of a Restricted Party; (vii) reserved; (viii) any action for partition of the Property (or any portion thereof or interest
therein) or any similar action instituted or prosecuted by Borrower or by any other Person, pursuant to any contractual agreement or
other instrument or under applicable law (including, without limitation, common law) and/or any other action instituted by (or at the
behest of) Borrower, Mortgage Borrower or any of their respective Affiliates or consented to or acquiesced in by Borrower, Mortgage Borrower
or any of their respective Affiliates which results in a Property Document Event and/or (ix) the incurrence of any PACE Debt or
similar indebtedness with respect to Mortgage Borrower and/or the Property, including, without limitation, if such loans or indebtedness
are made or otherwise provided by any Governmental Authority and/or secured or repaid (directly or indirectly) by any taxes or similar
assessments.


 






    88


     


    

 


Section 6.3.         Permitted
Equity Transfers. Notwithstanding the restrictions contained in this Article 6,
in addition to Permitted Transfers, the following transfers (any such Transfer, a “Permitted Equity Transfer”) shall
be permitted without Lender’s consent or notice to Lender (other than to comply with Lender’s “know your customer”
requirements as provided below or with respect to clause (f) below to the extent required by the Intercreditor Agreement):


 


(a)            the
Sale or Pledge, in one or a series of transfers, of the direct or indirect legal or beneficial equity interests in Borrower or direct
or indirect interests in any Restricted Party (excluding the direct interests in Borrower, Mortgage Borrower, any SPE Component Entity
or any Mortgage SPE Component Entity);


 


(b)            transfers
by devise or descent or by operation of law upon the death of a natural person;


 


(c)            transfers
of direct or indirect interests in Borrower for estate planning purposes to the spouse, any lineal descendant, sibling or parent of such
transferor (including any of the foregoing by adoption), or to a trust for the benefit of any one or more of such Persons (excluding
the direct interests in Borrower, Mortgage Borrower, any SPE Component Entity or any Mortgage SPE Component Entity);


 


(d)            transfers
of Publicly Traded Shares in a Public Vehicle or of any direct or indirect equity interest of any Person whose only equity interest in
Borrower consists of Publicly Traded Shares in a Public Vehicle;


 


provided,
that, with respect to clauses (a) through (d) above,


 


(i)             after
giving effect to such Sale or Pledge (and in the case of a Sale or Pledge that is an upper-tier pledge for security purposes, any subsequent
foreclosure thereon), (A) Sponsor, a Qualified Equityholder, and/or a Qualified Public Company shall collectively own not less than
twenty-five percent (25%) of the economic and direct or indirect legal and beneficial interests in Borrower and Mortgage Borrower on
an unencumbered and look-through basis, (B) Sponsor or a Qualified Equityholder shall Control Borrower, Mortgage Borrower and Guarantor,
and (C) each Property shall continue to be managed by a Qualified Manager,


 


(ii)            no
Sale or Pledge of any direct interest in Borrower, any Mortgage Borrower, Mezzanine B Borrower, any SPE Component Entity, any Mortgage
SPE Component Entity or any Mezzanine B SPE Component Entity shall be permitted (other than pledges securing the Loan and the Mezzanine
B Loan),


 






    89


     


    

 


(iii)           no
Borrower, Mortgage Borrower, SPE Component Entity or no Mortgage SPE Component Entity shall fail to be a Special Purpose Entity pursuant
to, and in accordance with, Article 5 hereof by reason of such Sale or Pledge,


 


(iv)           after
giving effect to such transfers, Borrower shall continue to own 100% of the Collateral,


 


(v)            if
such transfer is a KYC Transfer, (A) Borrower shall deliver to Lender (x) an Officer’s Certificate certifying that each
KYC Transferee is not a Prohibited Person, in each case effective as of the date of the consummation of the applicable KYC Transfer,
and (y) Satisfactory Search Results for such KYC Transferee, (B) such KYC Transferee has satisfied Lender’s “know
your customer” requirements, and (C) Borrower shall deliver prior written notice of such proposed KYC Transfer to Lender and
such KYC Transfer shall not be deemed permitted hereunder until the requirements of this clause (v) are satisfied,


 


(vi)           prior
to any transfer which, after giving effect to such transfer, results in more than the aggregate of forty-nine (49%) of the indirect interests
in Borrower, Mortgage Borrower, any SPE Component Entity and/or any Mortgage SPE Component Entity being transferred to a Person not owning
at least forty-nine (49%) of the indirect interests in Borrower, Mortgage Borrower, any SPE Component Entity and/or any Mortgage SPE
Component Entity, as applicable, prior to such transfer, Borrower shall deliver to Lender a New Non-Consolidation Opinion or a “bring-down”
of the Non-Consolidation Opinion reasonably acceptable to Lender and, if required by Lender, the Rating Agencies. In connection with
any transfer consummated in accordance with the terms of this Section 6.3, the organizational documents of any Person
that owns an indirect interest in Borrower may be amended to reflect such transfer so long as any such amendment does not violate the
terms and provisions of Article 5 hereof. Notwithstanding anything to the contrary contained herein, Lender’s
receipt of a Rating Agency Confirmation shall not be required in connection with a Permitted Equity Transfer,


 


(vii)          such
transfer shall not trigger any right of first refusal, option to purchase or default under any of the Property Documents or any Lease
that has not expired or been waived prior to the consummation of transfer, or any default under the Property Management Agreement which
has not been waived in writing by Manager prior to the consummation of such transfer,


 


(viii)         to
the extent Sponsor no longer Controls Borrower and Mortgage Borrower or owns a beneficial interest in Borrower or Mortgage Borrower,
Borrower delivers to Lender (x) a Replacement Guaranty for obligations and liabilities under the Guaranty and Environmental Indemnity
occurring from and after such Sale or Pledge from a Replacement Guarantor and (y) the organizational documents of such Replacement
Guarantor, resolutions authorizing such Replacement Guarantor to enter into either the assumption of the Guaranty or a Replacement Guaranty
and an enforceability and execution opinion covering the enforceability of such assumption of the Guaranty or the Replacement Guaranty
against such Replacement Guarantor in the same form and substance as the enforceability opinion delivered to Lender on the Closing Date
(or in such other form as reasonably approved by Lender), upon which delivery the previous guarantor shall be released from any further
liability under the Guaranty and Environmental Indemnity from acts, events and/or circumstances that arise from and after the date of
such Sale or Pledge except liabilities caused by Guarantor and/or its Affiliates and such obligations that expressly survive termination,
and


 






    90


     


    

 


(ix)            Borrower
shall pay all reasonable third-party out-of-pocket costs and expenses of Lender incurred in connection with Lender’s review of
any transfer or proposed transfer, including, without limitation, reasonable attorneys’ fees and expenses whether or not such transfer
is actually consummated;


 


(e)            A
Public Sale; provided that (i) if after giving effect to any such Public Sale, more than forty-nine percent (49%) in the
aggregate of the indirect interests in Borrower, Mortgage Borrower, any SPE Component Entity and/or any Mortgage SPE Component
Entity are owned by any Person and its Affiliates that owned less than forty-nine percent (49%) of the indirect interest in
Borrower, Mortgage Borrower, any SPE Component Entity and/or any Mortgage SPE Component Entity, as applicable, prior to such
Transfer, Borrower shall deliver to Lender a New Non-Consolidation Opinion or a “bring-down” of the Non-Consolidation
Opinion reasonably acceptable to Lender and, to the extent a rated Securitization has occurred, the Rating Agencies,
(ii) Borrower, Mortgage Borrower, any SPE Component Entity and any Mortgage SPE Component Entity shall not fail to be a Special
Purpose Entity pursuant to, and in accordance with, Article 5 hereof by reason of such Public Sale, and (iii) with
respect to any KYC Transfer, (A) Borrower shall deliver to Lender (x) an Officer’s Certificate certifying that each
KYC Transferee is not a Prohibited Person, in each case effective as of the date of the consummation of the applicable KYC Transfer,
and (y) Satisfactory Search Results for such KYC Transferee, (B) such KYC Transferee has satisfied Lender’s
 “know your customer” requirements, and (C) Borrower shall deliver prior written notice of such proposed KYC
Transfer to Lender and such KYC Transfer shall not be deemed permitted hereunder until the requirements of this clause
(iii) are satisfied. Upon completion of any such Public Sale subject to and in accordance with the provisions of this Section 6.3(e),
Guarantor shall be released as a guarantor under (I) the Guaranty for any acts occurring from and after such Public Sale (other
than acts caused by Guarantor and/or its Affiliates); provided that Borrower delivers to Lender (x) a Replacement
Guaranty for obligations and liabilities under the Guaranty and Environmental Indemnity occurring from and after such Public Sale
from a Replacement Guarantor and (y) the organizational documents of such Replacement Guarantor, resolutions authorizing such
Replacement Guarantor to enter into either the assumption of the Guaranty or a Replacement Guaranty and an enforceability and
execution opinion covering the enforceability of such assumption of the Guaranty or the Replacement Guaranty against such
Replacement Guarantor in the same form and substance as the enforceability opinion delivered to Lender on the Closing Date (or in
such other form as reasonably approved by Lender). For purposes of clarity, the provisions of this Section 6.3(e) shall
not restrict the Qualified Public Company (or any direct or indirect owner of the Qualified Public Company, but excluding Borrower,
Mortgage Borrower, any SPE Component Entity and any Mortgage SPE Component Entity) from effectuating a restructuring and such
Qualified Public Company (or any direct or indirect owner of the Qualified Public Company, but excluding Borrower, Mortgage
Borrower, any SPE Component Entity and any Mortgage SPE Component Entity) shall be permitted to effectuate a restructuring,
including amending or modifying its organizational documents or commercial arrangements including any amendments or modifications
reasonably determined by such Qualified Public Company to be required to satisfy stock exchange, quotation system listing or trading
requirements. Notwithstanding anything to the contrary contained herein, Lender’s receipt of a Rating Agency Confirmation
shall not be required in connection with a Public Sale.


 






    91


     


    

 


(f)            The
pledge of any interest in Borrower in connection with the Mezzanine B Loan and the exercise of any rights or remedies Mezzanine B Lender
may have under the Mezzanine B Loan Documents in accordance with the Intercreditor Agreement.


 


Section 6.4.         Permitted
Property Transfer (Assumption). Notwithstanding the foregoing provisions of this Article 6,
no transfer of all of the Properties and the Collateral and assumption of the Loan and the Security Instrument shall occur until the
earlier of (I) sixty (60) days after a Securitization of the Loan or Securitization (as defined in the Mortgage Loan Agreement)
of the Mortgage Loan and (II) one hundred twenty (120) days after the Closing Date. Otherwise, in addition to Borrower’s
other rights expressly permitted under this Article 6, (X) a transfer of all of the Properties and the Collateral
or (Y) a transfer of more than forty-nine percent (49%) of the direct or indirect legal or beneficial interests in Borrower and
Mortgage Borrower, and in each instance provided that the same do not otherwise constitute a Permitted Transfer or are otherwise
permitted by Section 6.3 (a “Majority Equity Transfer”) and, in each case, to the extent the Mortgage
Loan is simultaneously being assumed by a Successor Property Owner, the related and concurrent assumption of the Mortgage Loan by a
Successor Property Owner pursuant to Section 6.4 of the Mortgage Loan Agreement and the Loan by a Person (a
 “Transferee”) shall be permitted without Lender’s consent (each, a “Permitted
Assumption”) provided that Lender receives thirty (30) days’ prior written notice of such Permitted
Assumption and no Event of Default has occurred and is continuing at the time the Permitted Assumption is consummated. In connection
with any Permitted Assumption pursuant to this Section 6.4, Borrower shall be required to satisfy the
following:


 


(a)            Borrower
shall pay Lender, Mortgage Lender and Mezzanine B Lender (without duplicating any payment made under the Mortgage Loan Agreement) a fee
equal to $250,000.00 at the time such Permitted Assumption is consummated, which amount shall be split pro rata among the Loan, Mortgage
Loan and Mezzanine B Loan;


 


(b)            Borrower
shall pay any and all reasonable out of pocket costs incurred in connection with such Permitted Assumption (including, without limitation,
Lender’s reasonable counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible
taxes);


 


(c)            (i) Transferee
or, in the case of a Majority Equity Transfer, Borrower and (ii) Successor Property Owner or Mortgage Borrower, as applicable, must
be directly or indirectly twenty-five percent (25%) or more collectively owned, and Controlled by, one or more Qualified Equityholders;


 


(d)            With
respect to a transfer of the Properties, if applicable, Successor Property Owner shall assume all of the obligations of Mortgage Borrower
under the Mortgage Loan Documents and with respect to a transfer of the Collateral, if applicable, Transferee shall assume all of the
obligations of Borrower under the Loan Documents, in a manner reasonably satisfactory to Lender or Mortgage Lender, as applicable, in
all material respects, including, without limitation, by entering into an assumption agreement in form and substance satisfactory to
Lender or Mortgage Lender, as applicable;


 






    92


     


    

 


(e)            After
giving effect to the Permitted Assumption, (i) Transferee and any SPE Component Entity or, in the case of a Majority Equity Transfer,
Borrower and each SPE Component Entity and (ii) Successor Property Owner or Mortgage Borrower, as applicable, and each Mortgage
SPE Component Entity must satisfy the applicable requirements of Article 5 hereof and Article 5 of the Mortgage Loan
Agreement, respectively, and must be able to make all of the applicable representations set forth in Section 3.30 hereof
and Section 3.30 of the Mortgage Loan Agreement, respectively, no Event of Default or Mortgage Loan Event of Default shall otherwise
occur as a result of such transfer, and Transferee, any SPE Component Entity, Successor Property Owner and any Mortgage SPE Component
Entity shall deliver (A) all organizational documentation reasonably requested by Lender, which shall be reasonably satisfactory
to Lender, and (B) all certificates and agreements necessary to evidence the Permitted Assumption and any due formation, execution
enforceability legal opinions reasonably required by Lender;


 


(f)            Lender
shall have reasonably approved the Successor Property Owner’s or Mortgage Borrower’s, as applicable, owner’s title
insurance policy with respect to the Property, subject only to the Permitted Encumbrances; provided, that any owner’s title
insurance policy with respect to all of the Properties in substantially the same form delivered to Lender in connection with the closing
of the Loan (subject only to Permitted Encumbrances) shall be deemed reasonably acceptable to Lender;


 


(g)            Each
Individual Property shall be managed by Qualified Manager (and, if the Qualified Manager managing any one or more Individual Properties
prior to the transfer is being replaced, the replacement Qualified Manager shall manage such Individual Properties pursuant to a Replacement
Management Agreement);


 


(h)            Borrower
or Transferee, at its sole cost and expense, shall deliver to Lender a New Non-Consolidation Opinion in respect of such transfer in form
and substance reasonably satisfactory to Lender which opinion may be relied upon by Lender and the Rating Agencies with respect to the
proposed transfer;


 


(i)             With
respect to any KYC Transfer, (A) Lender shall receive (x) an Officer’s Certificate from Borrower certifying that each
KYC Transferee is not a Prohibited Person, in each case, effective as of the date of the consummation of the Permitted Assumption, and
(y) Satisfactory Search Results for each KYC Transferee and (B) each KYC Transferee has satisfied Lender’s “know
your customer” requirements;


 


(j)             Immediately
upon the consummation of a Permitted Assumption pursuant to this Section 6.4, any of (1) a Qualified Equityholder which
has a Net Worth as of the date of such Permitted Assumption equal to, or in excess of, $750,000,000, (2) a Person which has a Net
Worth as of the date of such Permitted Assumption equal to, or in excess of, $750,000,000 and which otherwise satisfies the requirement
of a Qualified Equityholder or (3) one or more substitute guarantors reasonably acceptable to Lender as of the date of such the
Public Sale or such Permitted Assumption, as applicable, and in all cases subject to Lender’s receipt of (x) an Officer’s
Certificate certifying that such Person is not a Prohibited Person, in each case effective as of the date of the consummation of the
applicable transfer, and (y) Satisfactory Search Results for such Person and (B) such Person has satisfied Lender’s “know
your customer” requirements (any such person that qualified with the requirements of subclauses (1), (2) or (3), each a “Replacement
Guarantor”) shall have executed and delivered a replacement guaranty substantially in the form of the Guaranty (or otherwise
in a form reasonably satisfactory to Lender) and, together with Borrower or Transferee, a replacement environmental indemnity agreement
in the form of the Environmental Indemnity or otherwise in a form reasonably satisfactory to Lender (collectively, a “Replacement
Guaranty”) or shall have assumed all of the liabilities and obligations of Guarantor under the Guaranty and the Environmental
Indemnity arising from and after the date of the Public Sale or Permitted Assumption, as applicable. Guarantor shall be released from
all liability under this Agreement, the Note, the Security Instruments, the Guaranty, the Environmental Indemnity and the other Loan
Documents accruing from and after the date of such Replacement Guaranty (other than liabilities caused by Guarantor and/or its Affiliates)
or such assumption by Replacement Guarantor. The foregoing release shall be effective automatically upon the date of such Replacement
Guaranty or such assumption by Replacement Guarantor, but Lender agrees to provide written evidence thereof if the same is reasonably
requested by Borrower. Notwithstanding anything to the contrary contained herein, Lender’s receipt of a Rating Agency Confirmation
shall not be required in connection with a Permitted Assumption;


 






    93


     


    

 


(k)            Transferee
shall (i) own, directly, all of the interests in the Mortgage Borrower and any Mortgage SPE Component Entity or, solely to the extent
the Mortgage Loan is being assumed by a Successor Property Owner, Successor Property Owner (similar to the ownership by Borrower of the
interests in Mortgage Borrower) and any Mortgage SPE Component Entity, (ii) assume the Loan and all the agreements of Borrower under
the Loan Documents (and without limiting the foregoing, all of the ownership interests in the Mortgage Borrower solely to the extent
the Mortgage Loan is being assumed by a Successor Property Owner, all payments thereon and all proceeds thereof shall be pledged to Lender
on terms no less favorable than the pledge of the Collateral under the Pledge Agreement), which shall be evidenced by new loan documents
substantially similar (in form and substance) to the Loan Documents and otherwise reasonably acceptable to Lender in order to properly
reflect the new ownership structure and the pledge of the interests thereunder and (iii) otherwise have a legal and ownership structure
that is (A) substantially the same as Borrower, or (B) at least as favorable to Lender, as determined by Lender in its reasonable
discretion, as the legal and ownership structure of Borrower;


 


(l)             Borrower
shall deliver, at its election and at its sole cost and expense, either (i) an endorsement to the UCC title insurance policy delivered
to Lender on the Closing Date or (ii) a new UCC title insurance policy acceptable to Lender, in each case, with respect to the Collateral
as a valid first lien on all of the ownership interests in Mortgage Borrower or the Successor Property Owner, as applicable, and naming
the Transferee as owner of Mortgage Borrower or the Successor Property Owner, as applicable, which endorsement shall insure that, as
of the date of the assumption agreement entered into pursuant to this Section 6.4, the Collateral shall not be subject to
any additional exceptions or liens other than those contained in the relevant UCC title insurance policy (which may include Permitted
Encumbrances); and


 


(m)            To
the extent the Mortgage Loan and/or the Mezzanine B Loan is outstanding, Lender shall have received evidence that Mortgage Borrower shall
have complied with the requirements of Section 6.4 of the Mortgage Loan Agreement and Mezzanine B Borrower shall have complied with
the requirements of Section 6.4 of the Mezzanine B Loan Agreement.


 






    94


     


    

 


Section 6.5.         Lender’s
Rights. Lender reserves the right to condition the consent to a Prohibited Transfer requested
hereunder upon (a) a modification of the terms hereof and on assumption of this Agreement and the other Loan Documents as so modified
by the proposed Prohibited Transfer, (b) payment of a transfer fee of one percent (1%) of outstanding principal balance of the Loan
and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) receipt of a Rating Agency Confirmation
with respect to the Prohibited Transfer, (d) the proposed transferee’s continued compliance with the covenants set forth in
this Agreement, including, without limitation, the covenants in Article 5, (e) receipt of a New Non-Consolidation Opinion
or a “bring-down” of the Non-Consolidation Opinion with respect to the Prohibited Transfer and/or (f) such other conditions
and/or legal opinions as Lender shall determine in its sole discretion to be in the interest of Lender. All expenses incurred by Lender
shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any
actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable
upon a Prohibited Transfer without Lender’s consent. This provision shall apply to every Prohibited Transfer, whether or not Lender
has consented to any previous Prohibited Transfer.


 


Section 6.6.         Economic
Sanctions, Anti-Money Laundering and Transfers. Borrower shall (and shall cause its
Constituent Owners and Affiliates to) (a) at all times comply with the representations and covenants contained in Section 3.30
such that the same remain true, correct and not violated or breached and (b) not permit a Prohibited Transfer to occur and
shall cause the ownership and Control requirements specified in this Article 6 (including, without limitation, those
stipulated in Section 6.3 hereof) to be complied with at all times. Borrower hereby represents that, other than in
connection with the Loan, the Loan Documents, the Mortgage Loan, the Mortgage Loan Documents, the Mezzanine B Loan, the Mezzanine B
Loan Documents and any Permitted Encumbrances, as of the date hereof, there exists no Sale or Pledge of (i) the Property (or
any part thereof or), the Collateral (or any part thereof) or any legal or beneficial interest therein or (ii) any interest in
any Restricted Party. For purposes of clarification, references hereunder and/or under the other Loan Documents to “equity
ownership interest” or words of similar import shall be deemed to refer to the legal and/or beneficial interests in a Person
(as applicable); provided, that, when hereunder or under the other Loan Documents a specified percentage of the aforesaid
 “equity ownership interest” (or words of similar import) in a Person is required to be held, the same shall be deemed to
refer to both the legal and beneficial interest in such Person. Notwithstanding anything to the contrary contained herein or in any
other Loan Document (including, without limitation Sections 6.3 and 6.4 hereof), in no event shall Borrower or any SPE
Component Entity be (I) a Prohibited Entity, (II) Controlled (directly or indirectly) by any Prohibited Entity or
(III) more than forty-nine percent (49%) owned (directly or indirectly) by any Prohibited Entities (whether individually or in
the aggregate), unless, in the case of each of the foregoing, Lender’s prior written consent is first obtained (which such
consent shall be given or withheld in Lender’s sole discretion and may be conditioned on, among other things, Lender’s
receipt of a Rating Agency Confirmation).


 






    95


     


    

 


ARTICLE 7


 


INSURANCE;
CASUALTY; CONDEMNATION; RESTORATION


 


Section 7.1.         Insurance.


 


(a)            Borrower
shall cause Mortgage Borrower to obtain and maintain, or cause to be maintained, at all times during the term of the Loan the Policies
required under the Mortgage Loan Agreement (regardless of whether the Mortgage Loan has been repaid in full or has otherwise been terminated
or any such provision thereof has been waived by Mortgage Lender), including, without limitation, meeting all insurer requirements thereunder.
In addition, Borrower shall cause Lender to be named as an additional insured under the liability Policies required under the Mortgage
Loan Agreement. Borrower shall also cause all insurance policies required under this Section 7.1 to provide for at least
the same prior notice to Lender in the event of policy cancellation or material changes as required to be provided to Mortgage Lender
under the terms of the Mortgage Loan Agreement. Borrower shall provide Lender with evidence of all such insurance required hereunder
on or before the date on which Mortgage Borrower is required to provide such evidence to Mortgage Lender. For purposes of this Agreement,
Lender shall have the same approval rights over the insurance referred to above and in the Mortgage Loan Agreement (including, without
limitation, the insurers, deductibles and coverages thereunder, as well as the right to require other reasonable insurance pursuant to
Article 7 of the Mortgage Loan Agreement) as are provided in favor of the Mortgage Lender in the Mortgage Loan Agreement. Lender
shall have the right to request coverages described in clause 7.1(a)(xii) of the Mortgage Loan Agreement.


 


(b)            If
at any time Lender is not in receipt of written evidence that all insurance required hereunder is in full force and effect, subject to
the rights of Mortgage Lender under the Mortgage Loan Agreement, Lender shall have the same rights as Mortgage Lender pursuant to the
Mortgage Loan Agreement to take such action as Lender deems necessary to protect its indirect interest in the Property, including, without
limitation, the obtaining of such insurance coverage which complies with the requirements set forth in Article 7 of the Mortgage
Loan Agreement, and all expenses incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect
shall be paid by Borrower to Lender upon demand and until paid shall be secured by the Pledge Agreement and shall bear interest at the
Default Rate.


 


Section 7.2.         Casualty.
If any Individual Property shall be damaged or destroyed, in whole or in part, by fire or other
casualty (a “Casualty”), Borrower shall give prompt notice of such damage to Lender and shall cause Mortgage Borrower
to promptly commence and diligently prosecute the completion of the Restoration of the applicable Individual Property (or direct the
applicable Tenant to do so, as applicable) and otherwise comply with the provisions of Section 7.4 hereof and Section 7.4
of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower or Tenant, as applicable, to pay all costs of Restoration (including,
without limitation, any applicable deductibles under the Policies) whether or not such costs are covered by the Net Proceeds. Subject
to the rights of Mortgage Lender under the Mortgage Loan Documents, Lender may, but shall not be obligated to, make proof of loss if
not made promptly by Borrower.


 






    96


     


    

 


Section 7.3.         Condemnation.
Borrower shall (and shall cause Mortgage Borrower to) promptly give Lender notice of the actual
or threatened commencement of any proceeding for the Condemnation of any Individual Property (or any portion thereof) of which Borrower
or Mortgage Borrower has knowledge and shall (and shall cause Mortgage Borrower to) deliver to Lender copies of any and all papers served
in connection with such proceedings. Subject to the rights of Mortgage Lender under the Mortgage Loan Agreement, Lender may participate
in any such proceedings, and Borrower shall from time to time deliver to (and cause Mortgage Borrower to deliver to) Lender all instruments
requested by it to permit such participation. Borrower shall cause Mortgage Borrower to, at Borrower’s or Mortgage Borrower’s
expense, diligently prosecute any such proceedings, to consult with Lender, its attorneys and experts, and to cooperate with them in
the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation
or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower
shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt
shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection,
to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority
but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any Individual Property
or any portion thereof is taken by a condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently
prosecute the Restoration of the Property (or cause Tenant to do so, as applicable) in accordance with the provisions of Section 7.4
of the Mortgage Loan Agreement and Section 7.4 hereof. Borrower shall cause Mortgage Borrower or Tenant, as applicable, to
pay all costs of Restoration whether or not such costs are covered by the Net Proceeds. Subject to the rights of Mortgage Lender under
the Mortgage Loan Documents, if the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award,
Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive
the Award, or a portion thereof sufficient to pay the Debt.


 


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


 






    97


     


    

 


ARTICLE 8


 


RESERVE
FUNDS


 


Section 8.1.            Intentionally
Omitted.


 


Section 8.2.            Reserve
Funds.


 


(a)            Borrower
shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds as required under the Mortgage Loan Documents
and to perform and comply with all the terms and provisions relating thereto. If requested by Lender, Borrower will promptly provide
evidence reasonably acceptable to Lender of compliance with the foregoing.


 


(b)            Notwithstanding
anything to the contrary contained in this Agreement, if, prior to the payment and performance in full of all obligations of Borrower
under the Loan Documents, (i) Mortgage Borrower is required to maintain the Mortgage Loan Reserve Funds pursuant to the terms of
the Mortgage Loan Agreement, but Mortgage Lender waives such requirement, or (ii) the Mortgage Loan has been repaid in full (such
Mortgage Loan Reserve Funds, the “Waived Reserve Funds”), Borrower shall promptly (i) notify Lender of the same
and, at the direction of Lender, establish and maintain with Lender and for the benefit of Lender reserves in replacement and substitution
thereof (the “Substitute Reserves”), which Substitute Reserves shall be subject to all of the same terms and conditions
applicable under the Mortgage Loan Documents, (ii) execute any amendments to this Agreement and/or the Loan Documents relating to
the Substitute Reserves required by Lender (provided such amendments are identical to the provisions set forth in the Mortgage Loan Agreement
relating to the same, but for non-substantive conforming changes) and shall cause Mortgage Borrower to acknowledge and agree to the same,
and (iii) remit to Lender (and shall cause Mortgage Borrower to remit to Lender) any Mortgage Loan Reserve Funds remaining in the
Waived Reserve Funds.


 


Section 8.3.            The
Accounts Generally.


 


(a)            Borrower
grants to Lender a first-priority security interest in each of the Accounts and any and all sums now or hereafter deposited in the Accounts
as additional security for payment of the Debt. Until expended or applied in accordance herewith, Accounts and the funds deposited therein
shall constitute additional security for the Debt. The provisions of this Section 8.3 are intended to serve as a “security
agreement” with respect to the Accounts and Account Collateral within the meaning of the UCC. Borrower acknowledges and agrees
that the Accounts are subject to the sole dominion, control and discretion of Lender, its authorized agents or designees, subject to
the terms hereof, and Borrower shall have no right of withdrawal with respect to any Account except with the prior written consent of
Lender or as otherwise provided herein. The funds on deposit in the Accounts shall not constitute trust funds and may be commingled with
other monies held by Lender.


 






    98


     


    

 


(b)            Borrower
shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in the Accounts
or the sums deposited therein or permit any lien to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements,
except those naming Administrative Agent for the benefit of the Lender as the secured party, to be filed with respect thereto. Borrower
hereby authorizes Administrative Agent to file a financing statement or statements under the UCC in connection with any of the Accounts
and the Account Collateral in the form required to properly perfect Administrative Agent’s security interest therein. Borrower
agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly execute and deliver all further instruments
and documents, and take all further action, that may be reasonably necessary or desirable, or that Administrative Agent may reasonably
request, in order to perfect and protect any security interest granted or purported to be granted hereby (including, without limitation,
any security interest in and to any Permitted Investments) or to enable Administrative Agent to exercise and enforce its rights and remedies
hereunder with respect to any Account or Account Collateral.


 


(c)            Notwithstanding
anything to the contrary contained herein or in any other Loan Document, upon the occurrence and during the continuance of an Event of
Default, without notice from Lender or Servicer (i) Borrower shall have no rights in respect of the Accounts, (ii) Lender may
liquidate and transfer any amounts then invested in Permitted Investments pursuant to the applicable terms hereof to the Accounts or
reinvest such amounts in other Permitted Investments as Lender may reasonably determine is necessary to perfect or protect any security
interest granted or purported to be granted hereby or pursuant to the other Loan Documents or to enable Lender to exercise and enforce
Lender’s rights and remedies hereunder or under any other Loan Document with respect to any Account or any Account Collateral,
and (iii) Lender shall have all rights and remedies with respect to the Accounts and the amounts on deposit therein and the Account
Collateral as described in this Agreement and in the Pledge Agreement, in addition to all of the rights and remedies available to a secured
party under the UCC, and, notwithstanding anything to the contrary contained in this Agreement or in the Pledge Agreement, may apply
the amounts of such Accounts as Lender determines in its sole discretion including, but not limited to, payment of the Debt.


 


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


 


(e)            Borrower
shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages,
obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way
connected with the Accounts, the sums deposited therein or the performance of the obligations for which the Accounts were established,
except to the extent arising from the gross negligence, illegal acts, fraud or willful misconduct of Lender, its agents or employees.
Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services
which are to be paid from or secured by the Accounts; provided, however, that Lender may not pursue any such right or claim
unless an Event of Default has occurred and remains uncured.


 






    99


     


    

 


(f)            Borrower
and Lender (or Servicer on behalf of Lender) shall maintain each applicable Account as an Eligible Account, except as otherwise expressly
agreed to in writing by Lender. In the event that Lender or Servicer no longer satisfies the criteria for an Eligible Institution, Borrower
shall cooperate with Lender in transferring the applicable Accounts to an institution that satisfies such criteria. Borrower hereby grants
Lender power of attorney (irrevocable for so long as the Loan is outstanding) with respect to any such transfers and the establishment
of accounts with a successor institution.


 


(g)            All
interest or other earnings on Reserve Funds shall be added to and become a part of such Reserve Funds and shall be disbursed in the same
manner as other monies deposited in the applicable Reserve Account. The Reserve Funds shall be held in an Eligible Account and shall
bear interest at a money market rate selected by Lender, provided that Borrower shall have the right to direct Lender to invest
sums on deposit in the Eligible Account in Permitted Investments if (a) such investments are then regularly offered by Lender for
accounts of this size, category and type, (b) such investments are permitted by applicable Legal Requirements, (c) the maturity
date of the Permitted Investment is not later than the date on which the applicable Reserve Funds are required for payment of an obligation
for which the applicable Reserve Account was created, and (d) no Event of Default shall have occurred and be continuing. Borrower
shall be responsible for payment of any federal, state or local income or other tax applicable to the interest earned on the Reserve
Funds credited or paid to Borrower, provided that, so long as no Event of Default is continuing, such taxes may be paid from the
applicable Reserve Funds. No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth
in this Section 8.3(g). All interest on Reserve Funds (i) shall be added to and become a part of such Reserve Fund,
(ii) shall accrue to the benefit of Borrower and (iii) shall be disbursed in the same manner as other monies deposited in such
Reserve Fund. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings
shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender.


 


(h)            Borrower
acknowledges and agrees that it solely shall be, and shall at all times remain, liable to Lender or Servicer for all fees, charges, costs
and expenses in connection with the Accounts, including, without limitation, any monthly or annual fees or charges as may be assessed
by Lender or Servicer in connection with the administration of the Accounts and the reasonable fees and expenses of legal counsel to
Lender and Servicer as needed to enforce, protect or preserve the rights and remedies of Lender and/or Servicer under this Agreement
with respect to the Accounts.


 


(i)             Any
amount remaining in the Reserve Funds after the Debt has been paid in full shall be promptly paid to (i) in the event the Mezzanine
B Loan is outstanding, Mezzanine B Lender and (ii) then, in the event the Mezzanine B Loan has been indefeasibly paid in full, Borrower.
In the event Lender waives the requirement for Borrower to maintain any Accounts pursuant to Section 8.2 hereof, Lender consents
to Borrower permitting Mezzanine B Borrower to establish and maintain (as applicable) such accounts (and Mezzanine B Borrower so establishing
and maintaining), as the case may be, that would operate as provided herein. In connection with the foregoing, Borrower further consents
to Lender transferring any available balances in the applicable accounts to Mezzanine B Lender if the Mezzanine B Loan Documents provided
for the establishment of such reserve accounts and Lender has received written notice from Mezzanine B Lender that such accounts are
required to be disbursed to Mezzanine B Lender pursuant to the Mezzanine B Loan Documents. Borrower further agrees that Lender shall
be entitled to conclusively rely on Mezzanine B Lender’s written notice that is entitled to such available balances and Borrower
hereby waives any claim of liability against Lender in connection with Lender’s remittance of such available balances to Mezzanine
B Lender such reliance by Lender.


 






    100


     


    

 


Section 8.4.         Letters
of Credit.


 


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


 


(b)            Each
Letter of Credit delivered hereunder shall be additional security for the payment of the Debt. Upon the occurrence and during the continuance
of an Event of Default, Lender shall have the right, at its option, to draw on any Letter of Credit and to apply all or any part thereof
to the payment of the items for which such Letter of Credit was established or to apply each such Letter of Credit to payment of the
Debt in such order, proportion or priority as Lender may determine. Any such application to the Debt shall be subject to the terms and
conditions hereof relating to application of sums to the Debt. Lender shall have the additional rights to draw in full any Letter of
Credit: (i) if Lender has received a notice from the issuing bank that the Letter of Credit will not be renewed and a substitute
Letter of Credit is not provided at least forty five (45) days prior to the date on which the outstanding Letter of Credit is scheduled
to expire; (ii) if Lender has not received a notice from the issuing bank that it has renewed the Letter of Credit at least forty
five (45) days prior to the date on which such Letter of Credit is scheduled to expire and a substitute Letter of Credit is not provided
at least forty five (45) days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (iii) upon receipt
of notice from the issuing bank that the Letter of Credit will be terminated (except if the termination of such Letter of Credit is permitted
pursuant to the terms and conditions hereof or a substitute Letter of Credit is provided by no later than forty five (45) days prior
to such termination); (iv) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Approved
Bank and Borrower has not substituted a Letter of Credit from an Approved Bank within fifteen (15) days after notice; and/or (v) if
the bank issuing the Letter of Credit shall fail to (A) issue a replacement Letter of Credit in the event the original Letter of
Credit has been lost, mutilated, stolen and/or destroyed or (B) consent to the transfer of the Letter of Credit to any successor
or permitted assign designated by Lender. If Lender draws upon a Letter of Credit pursuant to the terms and conditions of this Agreement,
provided no Event of Default exists, Lender shall apply all or any part thereof for the purposes for which such Letter of Credit was
established. Notwithstanding anything to the contrary contained in the above, Lender is not obligated to draw any Letter of Credit upon
the happening of an event specified in (i), (ii), (iii), (iv) or (v) above and shall not be liable for any losses sustained
by Borrower due to the insolvency of the bank issuing the Letter of Credit if Lender has not drawn the Letter of Credit.


 






    101


     


    

 


 


ARTICLE 9


 


CASH
MANAGEMENT


 


Section 9.1.         Mortgage
Loan Cash Management; Establishment of Certain Accounts.


 


(a)            Borrower
shall cause Mortgage Borrower to comply with the Mortgage Loan Cash Management Provisions and not, without Lender’s prior consent,
amend, restate, replace and/or otherwise modify the same. If requested by Lender, Borrower will promptly provide evidence reasonably
acceptable to Lender of its compliance with the foregoing.


 


(b)            If
Mortgage Lender waives any reserves or escrow accounts required in accordance with the terms of the Mortgage Loan Agreement, or waives
any of the other provisions in Article 8 or Article 9 of the Mortgage Loan Agreement (such terms and provisions in such Articles
8 and 9, collectively, the “Mortgage Loan Cash Management Provisions”), or if the Mortgage Loan is refinanced or paid
off in full (without a prepayment of the Loan) and any of the Cash Management Provisions are not required under the new mortgage loan,
if any, or the Cash Management Provisions cease to exist or are reduced, waived or modified in any respect (such accounts, the “Waived
Cash Management Accounts” and such provisions, the “Waived Cash Management Provisions”), then Borrower shall
promptly (i) notify Lender of the same and, at the direction of Lender, establish and maintain with Lender and for the benefit of
Lender in replacement and substitution thereof, substitute accounts (the “Substitute Cash Management Accounts”), which
Substitute Cash Management Accounts shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents,
(ii) execute any amendments to this Agreement and/or the Loan Documents implementing the Waived Cash Management Provisions as may
be required by Lender (provided such amendments are identical to the provisions set forth in the Mortgage Loan Agreement relating to
the same, but for non-substantive conforming changes) and shall cause Mortgage Borrower to acknowledge and agree to the same and (iii) remit
to Lender (and shall cause Mortgage Borrower to remit to Lender) any funds remaining in the Waived Cash Management Accounts. Borrower
shall pledge the Substitute Cash Management Accounts to Lender as additional collateral for the Loan such that Lender has the same legal
and economic rights and remedies as Mortgage Lender under the Mortgage Loan Cash Management Provisions, including, without limitation,
the Cash Management Agreement and Section 9.3 of the Mortgage Loan Agreement.


 


Section 9.2.       Payments
Received Under this Agreement. Notwithstanding anything to the contrary contained in this Agreement
or the other Loan Documents, provided no Event of Default has occurred and is continuing, Borrower’s obligations with respect to
the monthly payment of Debt Service and amounts due for the Reserve Accounts shall (provided neither Mortgage Lender nor Lender is prohibited
from withdrawing or applying any funds in the applicable Accounts by operation of law or otherwise) be deemed satisfied to the extent
sufficient amounts are deposited in applicable Accounts to satisfy such obligations on the dates each such payment is required, regardless
of whether any of such amounts are so applied by Mortgage Lender. The insufficiency of funds on deposit in the Accounts (as defined in
the Mortgage Loan Agreement) shall not absolve Borrower of the obligation to make any payments, as and when due pursuant to this Agreement
and the other Loan Documents, and such obligation shall be separate and independent, and not conditioned on any event or circumstance
whatsoever.


 






    102


     


    

 


Section 9.3.       Distributions
to Borrower. All transfers of funds on deposit in the Cash Management Account (as defined in
the Mortgage Loan Agreement) to any Mezzanine Debt Service Account or otherwise to or for the benefit of Borrower or Lender pursuant
to this Agreement, the Cash Management Agreement or any of the other Loan Documents are intended by Mortgage Borrower to constitute,
and shall constitute, direct distributions from Mortgage Borrower to Borrower and shall be recorded accordingly in the books and records
of the Mortgage Borrower and Borrower and comply with the separateness provisions set forth in Section 5.1 hereof. No provision
of the Loan Documents or the Mortgage Loan Documents shall create a debtor-creditor relationship between Borrower and Mortgage Borrower
or between Borrower and Mortgage Lender.


 


ARTICLE 10


 


EVENTS
OF DEFAULT; REMEDIES


 


Section 10.1.       Event
of Default.


 


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


 


(a)            if
(A) any monthly Debt Service payment or the payment due on the Maturity Date is not paid when due (except to the extent (A) sums
sufficient to pay such amount are reserved hereunder for the express purpose of paying Debt Service or with Mortgage Lender in accordance
with the terms of the Mortgage Loan Agreement and Lender or Mortgage Lender, as applicable, failed to apply funds when required hereunder
or under the Mortgage Loan Agreement towards Debt Service and (B) neither Lender’s nor Mortgage Lender’s access to such
sums was restricted or constrained in any manner), (B) any deposit to any of the Accounts required hereunder or under the other
Loan Documents is not paid when due or (C) any other portion of the Debt is not paid when due and such non-payment continues for
five (5) days following notice to Borrower that the same is due and payable;


 


(b)            if
any of the Taxes or Other Charges are not paid when the same are due and payable except to the extent (A) sums sufficient to pay
the Taxes or Other Charges in question had been reserved hereunder prior to the applicable due date for the Taxes or Other Charges in
question for the express purpose of paying the Taxes or Other Charges in question or with Mortgage Lender in accordance with the terms
of the Mortgage Loan Agreement and Lender or Mortgage Lender, as applicable, failed to pay the Taxes or Other Charges in question when
required hereunder and (B) neither Lender’s nor Mortgage Lender’s access to such sums was restricted or constrained
in any manner;


 






    103


     


    

 


(c)            if
the Policies are not kept in full force and effect or if evidence of the same is not delivered to Lender as provided in Section 7.1 hereof,
provided, however, there shall be no Event of Default under this Section 10.1(c) for Borrower’s
or Mortgage Borrower’s failure to keep the Policies in full force and effect due to Borrower’s or Mortgage Borrower’s
failure to pay the premiums therefor to the extent (A) sums sufficient to pay the Insurance Premiums in question had been reserved
hereunder prior to the applicable due date for the Insurance Premiums in question for the express purpose of paying the Insurance Premiums
in question or with Mortgage Lender in accordance with the terms of the Mortgage Loan Agreement and Lender or Mortgage Lender, as applicable,
failed to pay the Insurance Premiums in question when required hereunder and (B) neither Lender’s nor Mortgage Lender’s
access to such sums was restricted or constrained in any manner;


 


(d)            if
any of the representations or covenants contained in Article 5 (excluding any provision requiring Borrower to remain solvent,
maintain adequate capital or pay its debts as they come due), Section 4.33, Section 4.34 or any representation,
warranty or covenant contained in Section 10 of the Pledge Agreement are breached or violated; provided, however,
that any such breach shall not constitute an Event of Default (A) if such breach is inadvertent and non-recurring, (B) if such
breach is curable, if Borrower shall promptly cure such breach within thirty (30) days after Borrower obtains knowledge of such breach,
and (C) upon the written request of Lender, if Borrower promptly delivers to Lender a New Non-Consolidation Opinion or a modification
of the Non-Consolidation Opinion, as applicable, to the effect that such breach shall not alter the conclusions set forth in the opinions
rendered in the Non-Consolidation Opinion, which opinion or modification and the counsel delivering such opinion and modification shall
be acceptable to Lender in its sole discretion;


 


(e)            if
any representation or warranty made herein, in the Guaranty or in the Environmental Indemnity or in any other guaranty, or in any certificate,
report, financial statement or other instrument or document furnished to Lender in connection with the Loan shall have been false or
misleading in any material adverse respect when made, provided, however, if such representation or warranty is capable
of cure, Borrower or Guarantor shall have thirty (30) days after delivery of written notice (from Lender to Borrower and Guarantor if
applicable) to cure such representation or warranty breach;


 


(f)            if
(i) any managing member or general partner of Borrower, Mortgage Borrower, any SPE Component Entity or any Mortgage SPE Component
Entity, shall make a general assignment for the benefit of its creditors; (ii) there shall be commenced against Borrower, Mortgage
Borrower or any managing member or general partner of Borrower or Mortgage Borrower, or any SPE Component Entity or any Mortgage SPE
Component Entity, any case, proceeding or other action of a nature referred to in clause (i) above (other than any case, action
or proceeding already constituting an Event of Default by operation of the other provisions of this subsection) which (A) results
in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded
for a period of ninety (90) days; (iii) there shall be commenced against Borrower, Mortgage Borrower, any SPE Component Entity or
any Mortgage SPE Component Entity, any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint
or similar process against all or any substantial part of its assets (other than any case, action or proceeding already constituting
an Event of Default or a Mortgage Loan Event of Default by operation of the other provisions of this subsection) which results in the
entry of any order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within ninety
(90) days from the entry thereof; (iv) Borrower, Mortgage Borrower, any SPE Component Entity or any Mortgage SPE Component Entity,
shall take any action in furtherance of, in collusion with respect to, or indicating its consent to any of the acts set forth in clause
(i), (ii), or (iii) above; (v) Borrower, Mortgage Borrower, any SPE Component Entity or any Mortgage SPE Component Entity,
is substantively consolidated with Guarantor or any other entity in connection with any proceeding under the Bankruptcy Code or any other
Creditors Rights Laws involving Guarantor or its subsidiaries; or (vii) a Bankruptcy Event occurs;


 






    104


     


    

 


(g)            if
any of the representations or covenants contained in Article 6 are breached or violated; provided, however,
that if such violation arises solely from a failure to provide any required notice or information (other than Satisfactory Search Results)
pursuant to the applicable provisions of the Loan Documents with respect to a transfer that is otherwise permitted in accordance with
the terms of this Agreement (including, without limitation, a Permitted Transfer), then such violation shall not constitute an Event
of Default pursuant to this clause (g);


 


(h)            if
the Property (or any portion thereof) becomes subject to any mechanic’s, materialman’s or other lien other than a lien for
any Taxes not then due and payable and the lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of
thirty (30) days, in each case, subject to Borrower’s ability to contest such lien in accordance herewith;


 


(i)             if
any federal tax lien is filed against Borrower, Mortgage Borrower, any SPE Component Entity or any Mortgage SPE Component Entity, Guarantor,
the Property (or any portion thereof), or the Collateral (or any portion thereof) and same is not discharged of record (by payment, bonding
or otherwise) within thirty (30) days after same is filed, in each case, subject to Borrower’s ability to contest such lien in
accordance herewith;


 


(j)             if
a Transfer occurs as a result of the completion of a foreclosure by Mezzanine B Lender under the Mezzanine B Loan Documents without satisfaction
of the requirements for a substitute limited recourse guaranty and environmental indemnity agreement under the Intercreditor Agreement;
provided that if such foreclosure is set aside, unwound, reversed or other similar action by court order and the Sponsor or Affiliate
of the Sponsor who owned the equity interest in Borrower prior to the completion of the foreclosure is therefore reinstated as the direct
or indirect owner of Borrower, and Guarantor reaffirms the Guaranty and the Environmental Indemnity, any Event of Default under this
clause (j) shall be automatically deemed cured and any default interest that has accrued solely due to an Event of Default pursuant
to this clause (j) shall be deemed waived;


 


(k)            if
any default occurs under any guaranty or indemnity executed in connection herewith (including, without limitation, the Environmental
Indemnity and/or the Guaranty) and such default continues after the expiration of applicable grace periods, if any;


 






    105


     


    

 


(l)             if
any of the factual assumptions (other than those relating to the Lender) contained in the Non-Consolidation Opinion, or in any New Non-Consolidation
Opinion (including, without limitation, in any schedules thereto and/or certificates delivered in connection therewith) are untrue or
shall become untrue in any material respect; provided, however, that such breach shall not constitute an Event of Default
if (a) such breach was inadvertent, immaterial and non-recurring, (b) such breach is curable and (c) Borrower shall (1) promptly
cure such breach within thirty (30) days after notice from Lender and (2) cause legal counsel reasonably acceptable to Lender to
render an updated or new substantive non-consolidation opinion reasonably acceptable to Lender within thirty (30) days, taking into account
the breach in question and any actions taken by Borrower to cure the breach and affirmatively concluding that such breach, after giving
effect to such curative actions, shall not in any manner impair, negate or amend the opinion rendered in the substantive nonconsolidation
opinion most recently delivered to Lender, which opinion shall be acceptable to Lender in its reasonable discretion;


 


(m)           if
Mortgage Borrower defaults under the Management Agreement beyond the expiration of applicable notice and grace periods, if any, thereunder
or if the Management Agreement is canceled, terminated or surrendered, expires pursuant to its terms or otherwise ceased to be in full
force and effect, unless, in each such case, Borrower causes Mortgage Borrower, contemporaneously with such cancellation, termination,
surrendered, expiration or cessation, enters into a Qualified Management Agreement with a Qualified Manager in accordance with the applicable
terms and provisions hereof;


 


(n)            if
Borrower fails to cause Mortgage Borrower to timely appoint a New Manager upon the request of Lender, as expressly required by and in
accordance with, as applicable, the terms and provisions of, this Agreement and the Subordination of Management Agreement;


 


(o)            if
any of the representations or covenants contained in Section 3.30 hereof or Article 5 hereof (other than those
covered in clause (l) above) are, in each instance, breached or violated; provided, however, that in the case of a
breach under Section 3.30 or Section 5.1(a), such breach shall not constitute an Event of Default hereunder if
(i) such breach or violation was inadvertent and capable of being cured, and (ii) within ten (10) Business Days of the
date Borrower becomes actually aware of such breach or violation, Borrower cures (or causes to be cured) such breach or violation and
provides Lender with satisfactory evidence thereof;


 


(p)            if
(A) Borrower shall fail to cause Mortgage Borrower (beyond any applicable notice or grace period) to pay any rent, additional rent
or other charges payable under any Property Document as and when payable thereunder, (B) any of the Property Documents are amended,
supplemented, replaced, restated or otherwise modified without Lender’s prior written consent or if Borrower causes or permits
Mortgage Borrower to consent to a transfer of any party’s interest thereunder without Lender’s prior written consent or (C) a
Property Document Event occurs; provided, however, if such breach is capable of cure, Borrower shall have ten (10) Business
Days after delivery of written notice to cause Mortgage Borrower to cure such default in the case of any breach which can be cured by
the payment of a sum of money or thirty (30) days after delivery of written notice to cure such default in the case of any other breach;
provided, further, however, that if such breach (other than any breach which can be cured by the payment of a sum
of money) cannot reasonably be cured within such thirty (30) day period and provided, further, that Borrower shall have
caused Mortgage Borrower to commence to cure such breach within such thirty (30) day period and thereafter diligently and expeditiously
proceeds to cure the same, such thirty (30) day period shall be extended for so long as it shall require Borrower in the exercise of
due diligence to cure such default, it being agreed that no such extension shall be for a period in excess of ninety (90) days;


 






    106


     


    

 


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


 


(r)             intentionally
omitted;


 


(s)            if
the leasehold estate created by any PILOT Lease shall be surrendered, any PILOT Bond shall be transferred or surrendered, or any PILOT
Lease or PILOT Document shall be terminated or cancelled for any reason or circumstance without the prior written consent of Lender (except
if in connection with such surrender or termination, Mortgage Borrower acquires the fee estate from the applicable PILOT Lessor in accordance
with the terms hereof);


 


(t)             only
upon the declaration by Lender that the same constitutes an Event of Default (which declaration may be made by Lender in its sole discretion)
if (A) Guarantor or any other guarantor or indemnitor under any guaranty or indemnity that may be entered into in respect of the
Loan following the Closing Date shall make an assignment for the benefit of creditors or if, (B) a receiver, liquidator or trustee
shall be appointed for Guarantor or any guarantor or indemnitor under any guarantee or indemnity issued in connection with the Loan or
if Guarantor or any such other guarantor or indemnitor shall be adjudicated a bankrupt or insolvent, or if (C) any petition for
bankruptcy, reorganization or arrangement pursuant to the Bankruptcy Code shall be filed by or against, consented to, or acquiesced in
by, Guarantor or any such other guarantor or indemnitor, or if (D) any proceeding for the dissolution or liquidation of Guarantor
or any such other guarantor or indemnitor shall be instituted; provided, however, if such appointment, adjudication, petition
or proceeding was involuntary and not consented to by Guarantor or such other guarantor or indemnitor, upon the same not being discharged,
stayed or dismissed within ninety (90) days; and provided, further, it shall not be an Event of Default under this Section 10.1(t) if
a Replacement Guarantor that is an Affiliate of Borrower shall have assumed all of the liabilities and obligations of Guarantor under
the Loan Documents executed by Guarantor or executed a Replacement Guaranty, in each instance, in accordance with the terms hereunder
and the Guaranty;


 


(u)            with
respect to any default or breach of any term, covenant or condition of this Agreement or the other Loan Documents (beyond any applicable
cure periods contained in such Loan Documents) not specified in subsections (a) through (t) above or not otherwise specifically
specified as an Event of Default in this Agreement, if the same is not cured (i) within ten (10) days after notice from Lender
(in the case of any default which can be cured by the payment of a sum of money) or (ii) for thirty (30) days after notice from
Lender (in the case of any other default or breach); provided, that, with respect to any default or breach specified in subsection
(ii), if the same cannot reasonably be cured within such thirty (30) day period and Borrower shall have commenced to cure the same within
such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall
be extended for so long as it shall require Borrower in the exercise of due diligence to cure the same, it being agreed that no such
extension shall be for a period in excess of ninety (90) days; or


 






    107


     


    

 


(v)            if
a prepayment is made on the Mortgage Loan or the Mezzanine B Loan without making a simultaneous pro rata prepayment of the Loan.


 


Section 10.2.       Remedies.


 


(a)            Upon
the occurrence and during the continuance of an Event of Default (other than an Event of Default described in Section 10.1(f) above
with respect to Borrower, Mortgage Borrower, any SPE Component Entity or any Mortgage SPE Component Entity) and at any time thereafter
Lender may, in addition to any other rights or remedies available to it pursuant to this Agreement, the Pledge Agreement, the Note and
the other Loan Documents or at law or in equity, take such action, without notice or demand, that Lender deems advisable to protect and
enforce its rights against Borrower and in the Collateral, including, without limitation, declaring the Debt to be immediately due and
payable, and Lender may enforce or avail itself of any or all rights or remedies provided in this Agreement, the Pledge Agreement, the
Note and the other Loan Documents and may exercise the rights and remedies of a secured party under the UCC against Borrower and the
Collateral, including, without limitation, all rights or remedies available at law or in equity. Upon any Event of Default described
in Section 10.1(f) above with respect to Borrower, Mortgage Borrower, any SPE Component Entity or any Mortgage SPE Component
Entity, the Debt and all other obligations of Borrower under this Agreement, the Pledge Agreement, the Note and the other Loan Documents
shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice
or demand, anything contained herein or in the Pledge Agreement, the Note and the other Loan Documents to the contrary notwithstanding.


 


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


 






    108


     


    

 


(c)            With
respect to Borrower and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Lender
to resort to any portion of the Collateral for the satisfaction of any of the Debt in any preference or priority to any other portion
of the Collateral, and Lender may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion in respect
of the Debt. In addition, Lender shall have the right from time to time to partially foreclose upon the Pledge Agreement in any manner
and for any amounts secured by the Pledge Agreement then due and payable as determined by Lender in its sole discretion including, without
limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of
one or more scheduled payments of principal and interest, Lender may foreclose one or more of the Pledge Agreement and/or the Security
Documents to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding
principal balance of the Loan, Lender may foreclose Pledge Agreement and/or the Security Documents to recover so much of the principal
balance of the Loan as Lender may accelerate and such other sums secured by the Pledge Agreement and/or the Security Documents as Lender
may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to the Pledge Agreement to secure payment
of sums secured by the Pledge Agreement and not previously recovered.


 


(d)            During
the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents
into one or more separate notes, pledge agreements and other security documents (the “Severed Loan Documents”) in
such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies
provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance
agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all
in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful
attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid
severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not
make or execute any such documents under such power until three (3) Business Days after notice has been given to Borrower by Lender
of Lender’s intent to exercise its rights under such power. Borrower shall not be obligated to pay any costs or expenses incurred
in connection with the preparation, execution, recording or filing of the Severed Loan Documents and the Severed Loan Documents shall
not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties
contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date.


 


(e)            Notwithstanding
anything to the contrary contained herein or in any other Loan Document, any amounts recovered from the Collateral (or any portion thereof)
or any other collateral for the Loan (including any amounts on deposit in the Mortgage Loan Cash Management Accounts) and/or paid to
or received by Lender may, during the continuance of an Event of Default, be applied by Lender toward the Debt and/or for any other purpose
for which such funds may be applied by Lender pursuant to the provisions of any Loan Documents, in such order, priority and proportions
as Lender in its sole discretion shall determine.


 


(f)             During
the continuance of an Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower and
without releasing Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform
any obligation of Borrower hereunder in such manner and to such extent as Lender may deem necessary. Lender is authorized to enter upon
the Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in the Collateral for
such purposes, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by applicable law),
with interest as provided in this Section, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand.
All such costs and expenses incurred by Lender in remedying such Event of Default or such failed payment or act or in appearing in, defending,
or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred
until the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the
Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided
to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefore.


 






    109


     


    

 


ARTICLE 11


 


SECONDARY
MARKET


 


Section 11.1.       Securitization.


 


(a)            Borrower
acknowledges and agrees that Lender may, at its sole cost and expense other than as set forth in Section 11.1(g) hereof,
(i) sell or otherwise transfer the Loan as a whole loan or sell or otherwise transfer or syndicate all or any portion of the Loan
and the Loan Documents, (ii) sell participation interests in the Loan or (iii) consummate one or more private or public securitizations
of rated or unrated single-class or multi-class securities (the “Securities”) secured by or evidencing ownership interests
in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (the transactions
referred to in clauses (i), (ii), and (iii) above are each herein referred to collectively as “Secondary Market Transactions”
and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”).


 


(b)            If
requested by Lender, Borrower shall assist Lender in satisfying customary market standards to which Lender customarily adheres or which
may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including,
without limitation, to:


 


(i)            provide
or cause Mortgage Borrower to provide (A) updated financial and other information with respect to the Collateral, the Property,
the business operated at the Property, Borrower, Mortgage Borrower, Mezzanine B Borrower, Guarantor, any SPE Component Entity, any Mortgage
SPE Component Entity, any Mezzanine B SPE Component Entity, Manager, the Management Agreements, the Property Documents, the PILOT Leases,
the PILOT Documents and any Tenant, (B) updated budgets relating to the Property, (C) updated appraisals, market studies, environmental
reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of
the Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information
through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies and (D) to the extent that the agreement
or consent of any relevant third-parties can reasonably be obtained, as applicable, revisions to and other agreements with respect to
the Property Documents in form and substance reasonably acceptable to Lender and acceptable to the Rating Agencies; provided that
Borrower shall not be required to provide additional information regarding the identity of any indirect investors in Borrower (or their
respective Affiliates);


 






    110


     


    

 


(ii)            provide
new and/or updated opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents
and representatives, as to substantive non-consolidation, fraudulent conveyance, matters of Delaware and federal bankruptcy law relating
to limited liability companies, true sale, true lease and any other opinion customary in Secondary Market Transactions or required by
the Rating Agencies with respect to the Property, the Collateral, Property Documents, Borrower, Mortgage Borrower, Mezzanine B Borrower
and each of their respective Affiliates, which counsel and opinions shall be reasonably satisfactory in form and substance to Lender
and satisfactory in form and substance to the Rating Agencies;


 


(iii)           provide
updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such
additional representations and warranties as the Rating Agencies may require; and


 


(iv)           execute
such amendments to the Loan Documents, Mortgage Loan Documents, Mezzanine B Loan Documents, the Property Documents, and Borrower’s,
Mortgage Borrower’s, Mezzanine B Borrower’s, any SPE Component Entity’s, any Mortgage SPE Component Entity’s
or any Mezzanine B SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the
Rating Agencies or otherwise to effect any Secondary Market Transaction, including, without limitation, (A) amend and/or supplement
the Independent Director provisions provided herein and therein, in each case, in accordance with the applicable requirements of the
Rating Agencies, (B) bifurcating the Loan into (I) one or more participations or (II) one or more component and/or additional
separate notes and/or creating additional senior/subordinate note structure(s) and reallocating the principal amount of the Loan
and the Spread among such components and/or notes evidencing the Loan, the Mortgage Loan and/or the Mezzanine B Loan (any of the foregoing,
a “Loan Bifurcation”) and (C) to modify all operative dates (including but not limited to payment dates, interest
period start dates and end dates, etc.) under the Loan Documents, by up to ten (10) days; provided, however,
that (I) the outstanding principal amount of such participations, loans, components and/or notes shall equal the outstanding principal
amount of the Loan immediately prior to the creation thereof and (II) Borrower shall not be required to so modify or amend any Loan
Document if such modification or amendment would require amortization of the Loan, change the weighted average Spread or the stated maturity
(except as provided in subclause (C) above) (it being agreed that that the weighted average Spread may subsequently change as a
result of (x) after a rated Securitization, any voluntary prepayment of the Loan, Mortgage Loan and Mezzanine B Loan and (y) any
applications to principal during the continuance of an Event of Default, a Mortgage Loan Event of Default or a Mezzanine B Loan Event
of Default; provided, further, that (i) the Stated Maturity Date shall not be affected and the time periods during
which Borrower is permitted to perform its obligations under the Loan Documents shall not be decreased; (ii) no such bifurcation
or reallocation shall require any amortization of the Loan, (iii) there shall be no modification of the Loan Documents except to
reflect the creation of such loans, participations, components or notes and the loan documents relating to such loans, components and/or
notes shall be in substantially the form of the Loan Documents and (iv) neither Borrower nor Guarantor shall be required to enter
into any amendment which increases Borrower’s or Guarantor’s liability under the Loan Documents in any material respect or
decreases Borrower’s or Guarantor’s rights under the Loan Documents in any material respect. For avoidance of doubt, at all
times the weighted average Interest Rate of all components of the Loan shall equal the weighted average Interest Rate at Closing; provided,
however, that the weighted average Interest Rate may subsequently change as a result of (x) after a rated Securitization,
any prepayment of the Loan and (y) any applications to principal during the continuance of an Event of Default.


 






    111


     


    

 


(c)            If,
at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more
Affiliates of Borrower collectively or the Collateral and Related Collateral collectively, or the Property or Collateral alone or the
Property and Related Properties collectively, will be a Significant Obligor, Borrower shall furnish to Lender upon request (without duplication
and to the extent not previously provided) (i) the selected financial data or, if applicable, net operating income, required under
Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of
the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off
date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal
or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or
expected to be included, as applicable, in the Securitization, or (ii) the financial statements required under Item 1112(b)(2) of
Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such
Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization
and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%)
of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization. Such
financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after notice from Lender
in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the
end of each fiscal quarter of Borrower and (C) not later than seventy-five (75) days after the end of each fiscal year of Borrower;
provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses
(B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or
relating to the Securitization (an “Exchange Act Filing”) is not required. If requested by Lender, Borrower shall
furnish to Lender financial data and/or financial statements for any tenant of the Property (in Borrower’s possession or control
and permitted to be disclosed) if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group
of Affiliated tenants, a concentration within all of the mortgage loans included or expected to be included, as applicable, in the Securitization
such that such tenant or group of Affiliated tenants would constitute a Significant Obligor.


 






    112


     


    

 


(d)            All
financial data and statements provided by Borrower hereunder shall be prepared in accordance with GAAP and shall meet the requirements
of Regulation AB and other applicable legal requirements. All financial statements referred to in this Section shall be audited
by Deloitte, Ernst & Young, RSM McGladrey, Baker Newman Noyes, PwC or other independent certified public accountant reasonably
approved by Lender in accordance with Regulation AB and all other applicable legal requirements, shall be accompanied by the manually
executed report of the independent accountants thereon, which report shall meet the requirements of Regulation AB and all other applicable
legal requirements, and shall be further accompanied by a manually executed written consent of the independent accountants, in form and
substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing
and to the use of the name of such independent accountants and the reference to such independent accountants as “experts”
in any Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements
are required to be provided. All financial data and statements (audited or unaudited) provided by Borrower under this Section shall
be accompanied by an Officer’s Certificate, which certification shall state that such financial statements meet the requirements
set forth in the first sentence of this subsection (d).


 


(e)            If
requested by Lender, Borrower shall provide Lender, promptly upon request, with any other or additional financial statements, or financial,
statistical or operating information, as Lender shall determine to be required pursuant to Regulation AB or any amendment, modification
or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall
otherwise be reasonably requested by Lender, in each case, to the extent reasonably available to Borrower.


 


(f)             In
the event Lender determines, in connection with a Securitization, that the financial data and financial statements required in order
to comply with Regulation AB or any amendment, modification or replacement thereto or other legal requirements are other than as provided
herein, then notwithstanding the provisions of this Section, Lender may request, and Borrower shall promptly provide, such other financial
data and financial statements as Lender determines to be necessary or appropriate for such compliance, in each case, to the extent reasonably
available to Borrower.


 


(g)            All
reasonable out-of-pocket third-party costs and expenses incurred by Borrower and Guarantor in connection with Borrower’s compliance
with requests made under this Article 11 (including any documentary stamp, intangible or other mortgage taxes) and any fees
and expenses of the Rating Agencies incurred in connection with a syndication and/or Securitization of the Loan shall be paid by Borrower,
including any AUP costs incurred before or after the Closing Date. In addition, Borrower and Guarantor shall be responsible for the payment
of all of Borrower’s and Guarantor’s respective attorneys’ fees and expenses with respect to requests made pursuant
to Section 11.1, Section 11.2, and Section 11.6.


 


Section 11.2.       Disclosure.


 


(a)            Borrower
(on its own behalf and on behalf of each other Borrower Party) understands that information provided to Lender by Borrower, any other
Borrower Party and/or their respective agents, counsel and representatives may be (i) included in (A) the Disclosure Documents
and (B) filings under the Securities Act and/or the Exchange Act and (ii) made available to Investors, the Rating Agencies
and service providers, in each case, in connection with any Secondary Market Transaction.


 






    113


     


    

 


(b)            Lender
shall cause to be delivered to Borrower the Disclosure Documents for review and comment by Borrower at least five (5) Business Days
prior to the date upon which Borrower is otherwise required to confirm such Disclosure Documents. Borrower agrees to provide, in connection
with the Securitization, an indemnification agreement (i) certifying that (A) Borrower has, at Lender’s request in connection
with each Securitization, reviewed the Disclosure Documents as follows: (x) with respect to the offering circular, the sections
entitled “Executive Summary of Offering Circular”, “Description of the Properties”, “Description of the
Borrower, the Guarantor and Related Parties”, “Description of the Property Manager” (if the Manager is an Affiliated
Manager), “Description of the Management Agreement”, “Description of PILOT Lease and PILOT Documents,” “Use
of Proceeds,” and “Annex E – Representations and Warranties of the Borrowers” (or sections similarly titled or
covering similar subject matters) and (y) with respect to the term sheet, all sections, solely to the extent the foregoing in (x) and
(y) relate to Borrower, Mortgage Borrower, Mezzanine B Borrower, any SPE Component Entity, any Mortgage SPE Component Entity, any
Mezzanine B SPE Component Entity any Sponsor, Guarantor, Manager (if the Manager is an Affiliated Manager), the Properties and the Collateral,
excluding (I) any underwritten financial information (except to the extent such underwritten financial information is included in
the Provided Information), (II) any information (including financial information or forecasted information) that is solely obtained
from any third party report, including, without limitation appraisals, property condition reports or environmental reports, (III) any
electronic media (except those portions of Annex A that are not otherwise excluded pursuant to this clause (A) and Annex E), (IV) any
financial projections or reforecasts relating to the performance of the Properties and the other collateral for the Loan (except to the
extent such projections or reforecasts are included in the Provided Information), (V) any statements and information relating to
the cities and regions in which the Properties are located (other than the Property addresses), including local market information and
local market performance data, and (VI) any Provided Information solely furnished to the Rating Agencies in connection with the
monitoring and/or maintaining of the Securities (collectively with the Provided Information, the “Covered Disclosure Information”),
and (B) the Covered Disclosure Information and representations contained in such Sections do not contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under
which they were made, not misleading, (ii) jointly and severally indemnifying Lender and any Affiliate of Lender that has filed
any registration statement relating to the Securitization or has acted as the sponsor or depositor in connection with the Securitization,
any Affiliate of Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Securitization,
any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Securitization, and each of their
respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who controls any
such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified
Persons”), for any losses, claims, damages, liabilities, reasonable costs or expenses (including, without limitation, reasonable
legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”)) to which any such
Indemnified Person may become subject (whether or not arising from any third-party claim) insofar as the Liabilities arise out of or
are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information
or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required
to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances
under which they were made, not misleading, or (B) any untrue statement or alleged untrue statement of any material fact contained
in the Covered Disclosure Information based upon information provided to Lender by or on behalf of Borrower or its Affiliates, and (iii) agreeing
to reimburse each Indemnified Person for any reasonable legal or other expenses incurred by such Indemnified Person, as they are incurred,
in connection with investigating or defending the Liabilities. This indemnity agreement will be in addition to any liability which Borrower
may otherwise have. Moreover, the indemnification provided for in clauses (ii) and (iii) above shall be effective whether or
not an indemnification agreement described in clause (i) above is provided. Notwithstanding the foregoing, the indemnification
agreement shall not require, with respect to any financial projections or reforecasts that are included in the Covered Disclosure Information
or in the Disclosure Documents (to the extent such projections or reforecasts are included in the Covered Disclosure Information), that
the Borrower be liable for any Liabilities resulting from the actual results being different from such projections or reforecasts so
long as (i) the Borrower had no reason to believe that such projections or reforecasts were materially inaccurate and (ii) the
Borrower has disclosed to Lender all facts known to them and have not failed to disclose any fact known to them, in each case that could
be reasonably expected to cause any such projections or reforecasts or representation or warranty made herein to be materially misleading.
Borrower shall not be liable for any Liabilities arising from Lender’s failure to revise any Disclosure Document and/or Covered
Rating Agency Information to reflect any Borrower comments to the Covered Disclosure Information that have been delivered in writing
to Lender and are specifically set forth on a schedule to the indemnification agreement.


 






    114


     


    

 


(c)            In
connection with filings under the Exchange Act, Borrower jointly and severally agrees to indemnify (i) the Indemnified Persons for
Liabilities to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission
to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements
in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse
each Indemnified Person for any reasonable legal or other expenses incurred by such Indemnified Persons, as they are incurred, in connection
with defending or investigating the Liabilities; provided, that, notwithstanding anything to the contrary contained herein, (A) the
Borrower shall not be responsible for (x) any liabilities relating to untrue statements or omissions in any Covered Disclosure Information
which Borrower provided notice to Lender in writing prior to the applicable filings under the Exchange Act, or (y) any liabilities
relating to any filings under the Exchange Act (or the applicable provisions thereof) that Borrower is not first provided an opportunity
to review; and (B) with respect to any filings under the Exchange Act of materials not provided by Borrower (or not required to
be provided by Borrower), the Borrower shall not be liable for any misstatements or omissions in the applicable filings under the Exchange
Act relating to such information resulting from Lender’s failure to accurately transcribe written information by or on behalf of
the Borrower to Lender unless Borrower was provided a reasonable opportunity to review such filings under the Exchange Act of such materials
not provided by Borrower (or the applicable portions thereof) and failed to notify Lender of such misstatements or omissions.


 






    115


     


    

 


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


 


(e)            The
liabilities and obligations of both Borrower and Lender under this Section 11.2 shall survive the termination of this Agreement
and the satisfaction and discharge of the Debt. Failure by Borrower to comply with the provisions of Section 11.1 and/or
Section 11.2 within the timeframes specified therein shall, at Lender’s option, constitute a breach of the terms thereof
and/or an Event of Default. Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to take any actions required
of Borrower under Sections 11.1, 11.2, and/or 11.6 in the event Borrower fails to do the same, which power of attorney
shall be irrevocable and shall be deemed to be coupled with an interest.


 


Section 11.3.       Reserves/Escrows.
In the event that Securities are issued in connection with the Loan, all funds held by Lender
in escrow or pursuant to reserves in accordance with this Agreement and the other Loan Documents shall be deposited in “eligible
accounts” at “eligible institutions” and, to the extent applicable, invested in “permitted investments”
as then defined and required by the Rating Agencies.


 


Section 11.4.       Servicer.
At the option of Lender, the Loan may be serviced by a servicer/special servicer/trustee selected
by Lender (collectively, the “Servicer”) and Lender may delegate all or any portion of its responsibilities under
this Agreement and the other Loan Documents to such Servicer pursuant to a servicing agreement between Lender and such Servicer. Without
limitation of any other provision contained herein, Lender shall be responsible for the set-up costs and other initial costs relating
to or arising under the applicable servicing agreement with Servicer and Borrower shall not be responsible for the payment of the regular
monthly master servicing fee or any other fees and expenses of the Servicer under the servicing agreement. Notwithstanding the foregoing,
Borrower shall promptly reimburse Lender on demand for (a) all actual out-of-pocket reasonable costs and expenses incurred for enforcement
of the Loan, liquidation fees, workout fees, special servicing fees, operating advisor fees, certificate administrator fees or any other
similar fees, (b) to the extent late charges and default interest under the Loan Documents paid by Borrower are insufficient to
pay the same, interest payable on advances made by Servicer or the trustee with respect to (i) delinquent Debt Service payments
or expenses related to curing an Event of Default, payable by Lender to Servicer or a trustee and provided for under any servicing agreement
or actual out of pocket reasonable expenses paid by Servicer or a trustee in respect of the protection and preservation of any Property
or the Collateral (including, without limitation, payments of Taxes and Insurance Premiums), or (ii) as a result of an Event of
Default under the Loan or the Loan becoming specially serviced, an enforcement, refinancing or restructuring of the credit arrangements
provided for under the Loan Documents in the nature of a “work-out” of the Loan Documents or any insolvency or bankruptcy
of Borrower, and (c) during the continuance of an Event of Default, the costs of all property inspections and/or appraisals of the
Properties (or any updates to any existing inspection or appraisal) that Servicer may be required to obtain (other than the cost of regular
annual inspections required to be borne by Servicer under any servicing agreement). Additionally, Borrower shall pay the customary and
reasonable servicing fees in connection with any special requests made by Borrower during the term of the Loan.


 






    116


     


    

 


Section 11.5.       Rating
Agency Costs. In connection with any Rating Agency Confirmation or other Rating Agency consent,
approval or review required hereunder (other than the initial review of the Loan by the Rating Agencies in connection with a Securitization),
Borrower shall pay all of the costs and expenses of Lender, Servicer and each Rating Agency in connection therewith, and, if applicable,
shall pay any fees imposed by any Rating Agency in connection therewith.


 


Section 11.6.       New
Mezzanine Option. Borrower acknowledges that Mortgage Lender shall have the options set forth
in Section 11.6 of the Mortgage Loan Agreement. Borrower shall, at Borrower’s sole cost and expense, cooperate with
Mortgage Lender and Lender in Mortgage Lender’s exercise, from time to time, of any and all of such options in good faith and in
a timely manner, which such cooperation shall include, but not be limited to, cooperating with respect to all of the actions, items and
things specified and/or referenced in Section 11.6 of the Mortgage Loan Agreement.


 


Section 11.7.       Registered
Form. Notwithstanding anything to the contrary contained in this Agreement or any other Loan
Document, the Note is, and any other promissory notes issued under the Loan Documents shall be, registered as to both principal and any
stated interest. Lender or Servicer, acting for this purpose solely as a non-fiduciary agent of Borrower, shall maintain a register (the
 “Register”) for the recordation of the name and address of each Lender, the outstanding principal, accrued and unpaid
interest and other fees due it hereunder (any such amount a “Borrower Obligation”) and whether such Lender is the
original Lender or an assignee pursuant to an assignment permitted under this Agreement. The Register shall be made available for inspection
by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall
be conclusive, absent manifest error, and Borrower and Lender shall treat the Person whose name is recorded in the Register pursuant
to the terms hereof as the owner of any Borrower Obligation held by such holder, as indicated in the Register, for all purposes of this
Agreement. The Register is intended to be maintained in such a manner as to cause the Note to be considered to be in registered form
for purposes of Section 163(f) of the IRS Code. Each Lender that sells a participation shall, acting solely for this purpose
as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal
amounts (and stated interest) of each participant’s interest in the Loan 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.


 






    117


     


    

 


ARTICLE 12


 


INDEMNIFICATIONS


 


Section 12.1.       General
Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release
and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified
Parties and arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons
or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent
property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof
or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor
or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure
of the Property (or any portion thereof) or the Collateral (or any portion thereof) to be in compliance with any applicable Legal Requirements;
(e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings
on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, management agreement, any Property
Document; (f) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender)
which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Pledge Agreement; and/or (g) the
holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case
in connection with the Accounts; provided, however, that Borrower shall not be liable for the payment of any such costs
and expenses to the extent the same arise by reason of (i) the gross negligence, bad faith, illegal acts, fraud or willful misconduct
of any Indemnified Party, (ii) disputes among the Lenders, among Administrative Agent and the Lenders or among the Lenders or the
Administrative Agent and any Mortgage Lender or any Mezzanine B Lender, (iii) the gross negligence, bad faith, illegal acts, fraud,
willful misconduct or act outside the scope of authority of, any receiver appointed with respect to the Property or the Collateral, or
(iv) acts or omissions following the earlier to occur of (a) the date on which Mortgage Lender (or its designee, assignee or
agent, or any other Person) acquires title to the Property by deed-in-lieu of foreclosure or upon a foreclosure (public or private),
power of sale or other exercise of Mortgage Lender’s remedies, (b) the date on which Lender forecloses on the Pledge Agreement,
takes title to the interests of Mortgage Borrower or assumes control of Mortgage Borrower or (c) the date on which any Mezzanine
B Lender forecloses on the pledge given to Mezzanine B Lender, takes title to the interests of Borrower or assumes control of Borrower.
Any amounts payable to Lender by reason of the application of this Section 12.1 shall become due and payable upon demand
and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid.


 






    118


     


    

 


Section 12.2.       Mortgage
and Intangible Tax Indemnification. Borrower shall, at its sole cost and expense, protect, defend,
indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted
against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any tax on the making of the Pledge
Agreement, the Note or any of the other Loan Documents and/or any of the Mortgage Loan Documents.


 


Section 12.3.       ERISA
and FIRRMA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify,
release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’
fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or
in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required,
in Lender’s sole discretion) that Lender may incur, directly or indirectly, as a result of a breach of a representation, warranty
or covenant under Sections 3.7 or 4.19 of this Agreement.


 


Section 12.4.       Duty
to Defend, Legal Fees and Other Fees and Expenses. Upon written request by any Indemnified Party,
Borrower shall defend such Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys
and other professionals approved by the Indemnified Parties. Notwithstanding the foregoing, any Indemnified Parties may, in their sole
discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their
attorneys shall control the resolution of any claim or proceeding. Upon demand, Borrower shall pay or, in the sole discretion of the
Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers,
environmental consultants, laboratories and other professionals in connection therewith.


 


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


 


Section 12.6.       Environmental
Indemnity. Simultaneously herewith, Borrower and Guarantor have executed and delivered the Environmental
Indemnity to Lender, which Environmental Indemnity is not secured by the Pledge Agreement.


 


ARTICLE 13


 


EXCULPATION


 






    119


     


    

 


Section 13.1.       Exculpation.


 


(a)            Subject
to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations
contained in the Note, this Agreement, the Pledge Agreement or the other Loan Documents by any action or proceeding wherein a money judgment
or any deficiency judgment or other judgment establishing personal liability shall be sought against Borrower, any other Borrower Party,
or any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent, or Affiliate of Borrower or
any other Borrower Party or any legal representatives, successors or assigns of any of the foregoing (collectively, the “Exculpated
Parties”), except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action
or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Pledge Agreement and the
other Loan Documents, or in the Property, the Collateral (or any portion thereof), or any other collateral given to Lender pursuant to
the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall
be enforceable against Borrower only to the extent of Borrower’s interest in the Property, in the Collateral and in any other collateral
given to Lender, and Lender, by accepting the Note, this Agreement, the Pledge Agreement and the other Loan Documents, shall not sue
for, seek or demand any deficiency judgment against Borrower or any of the Exculpated Parties in any such action or proceeding under
or by reason of or under or in connection with the Note, this Agreement, the Pledge Agreement or the other Loan Documents. The provisions
of this Section shall not, however, (1) constitute a waiver, release or impairment of any obligation evidenced or secured by
any of the Loan Documents; (2) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure
and sale under the Pledge Agreement; (3) affect the validity or enforceability of any indemnity, guaranty or similar instrument
(including, without limitation, indemnities set forth in Article 12 hereof, Section 11.2 hereof, in the Guaranty
and the Environmental Indemnity) made in connection with the Loan or any of the rights and remedies of Lender thereunder (including,
without limitation, Lender’s right to enforce said rights and remedies against Borrower and/or Guarantor (as applicable) personally
and without the effect of the exculpatory provisions of this Article 13); (4) impair the rights of Lender to (A) obtain
the appointment of a receiver and/or (B) enforce its rights and remedies provided in Articles 8 and 9 hereof; (5) impair
the enforcement of the Pledge Agreement or any other Loan Documents; (6) impair the right of Lender to enforce Section 4.12(e) of
this Agreement; (7) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize
the security granted by the Pledge Agreement or to commence any other appropriate action or proceeding in order for Lender to exercise
its remedies against the Property (or any portion thereof) and/or the Collateral (or any portion thereof); or (8) constitute a waiver
of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any Loss
actually incurred by Lender (including reasonable attorneys’ fees and costs reasonably incurred) arising out of or in connection
with the following:


 


(i)             fraud
or intentional material misrepresentation by Borrower, Mortgage Borrower, Mezzanine B Borrower, any SPE Component Entity, any Mortgage
SPE Component Entity, any Mezzanine B SPE Component Entity, Sponsor, any Affiliated Manager, Guarantor or any director, officer, beneficiary,
shareholder, partner, member, employee or agent acting on behalf of any of the foregoing (each, a “Recourse Party”)
in connection with the Loan;


 


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


 






    120


     


    

 


(iii)           the
breach of any indemnification provision in the Loan Documents or the Mortgage Loan Documents concerning environmental laws, hazardous
substances and asbestos and any indemnification of Lender with respect thereto;


 


(iv)           material
physical waste to any Property caused by the intentional acts of any Recourse Party, but only to the extent there is sufficient cash
flow from the Properties to prevent such physical waste and such cash flow is made available by (x) Mortgage Lender for the purpose
of preventing such physical waste from the applicable Mortgage Loan Reserve Accounts after all conditions to such release had been met
to the extent sums sufficient to pay or perform such liability have been deposited with Mortgage Lender in accordance with the terms
of the Mortgage Loan Agreement or (y) Lender for the purpose of preventing such physical waste from Accounts (if any) after all
conditions to such release had been met to the extent sums sufficient to pay or perform such liability have been deposited with Lender
in accordance with the terms of this Agreement;


 


(v)            the
removal of any property in contravention of the Loan Documents during the continuance of an Event of Default other than in the ordinary
course of business;


 


(vi)           the
misappropriation or conversion of any of the following by a Recourse Party in contravention of the Loan Documents: (A) any insurance
proceeds received by Borrower by reason of any Casualty, (B) any Awards or other amounts received by Borrower from a governmental
authority in connection with a Condemnation of all or a portion of the Property, (C) any revenues generated by the Properties, (E) any
proceeds received by Mortgage Borrower or Borrower under any owner’s title insurance policy, (F) any distributions or other
payments made in violation of this Agreement, or (G) Net Liquidation Proceeds After Debt Service;


 


(vii)          any
Security Deposits, advance deposits or any other deposits collected with respect to any Property which are not delivered to Lender upon
a foreclosure of such Property or action in lieu thereof, except to the extent any such Security Deposits were delivered to Mortgage
Lender in accordance with the Mortgage Loan Agreement and/or applied in accordance with the terms and conditions of any of the applicable
Lease;


 


(viii)         any
litigation or other legal proceeding related to the Loan filed by a Recourse Party with the effect of delaying, opposing, impeding, obstructing,
hindering, enjoining or otherwise interfering with the efforts of Lender to exercise any rights and remedies available to Lender during
the continuance of an Event of Default; provided, however, that there shall be no liability hereunder on account of, and
the foregoing shall not restrict, Borrower’s or Guarantor’s right to, dispute, in good faith, whether the relevant Event
of Default shall have occurred or whether an action taken by Lender pursuant to the Loan Documents is permitted thereby, nor shall Borrower
be restricted from, or have liability hereunder for, bringing a good faith counterclaim which if not raised in the foreclosure proceeding
would be barred, and which does not seek to enjoin the enforcement action by Lender;


 


(ix)            Borrower
fails to obtain Lender’s prior written consent to any additional indebtedness or voluntary lien encumbering any Property, the Collateral
and not permitted by the Loan Documents;


 






    121


     


    

 


 


(x)            Intentionally
omitted;


 


(xi)           intentionally
omitted;


 


(xii)          (A) any
voluntary termination of any PILOT Lease and/or PILOT Document or transfer or surrender of any PILOT Lease and/or PILOT Document (including
any PILOT Bond) by Mortgage Borrower without Lender’s prior written consent other than in connection with Mortgage Borrower acquiring
the fee estate from the applicable PILOT Lessor or as otherwise expressly permitted under this Agreement or (B) Mortgage Borrower’s
or the applicable Tenant’s failure to comply with or Mortgage Borrower’s or the applicable Tenant’s breach of any PILOT
Lease and/or PILOT Document that results in (x) a reduction of any tax abatement and/or mandatory repayment of any past or current
tax abatement under such PILOT Lease and/or PILOT Document, as applicable, (y) termination of such PILOT Lease and/or PILOT Document,
as applicable, and the benefits thereunder in favor of Mortgage Borrower or Tenant or (z) a default by such Mortgage Borrower under
the applicable Lease for such PILOT Property (and, in any such case, Losses shall include lost rental income); provided, that,
in each case, the liability with respect to this Section 13.1(a)(xii) shall not exceed the Allocated Loan Amount of
the applicable PILOT Property;


 


(xiii)         other
than as set forth in Section 13.1(b)(v), a breach by Borrower of any covenant of Article 5 of this Agreement
documents (excluding any provision requiring Borrower to remain solvent, maintain adequate capital or pay its debts as they come due);


 


(xiv)         any
liability or obligation of Borrower or Mortgage Borrower relating to the Previously-Owned Property;


 


(xv)          incurrence
of liens encumbering any Property, the Collateral or the direct or indirect interests in Borrower or Mortgage Borrower;


 


(xvi)         any
Borrower Party enters into Material Agreements in violation of this Agreement;


 


(xvii)        unsecured
indebtedness and indemnification obligations of Mortgage Borrower, in each instance, in contravention of the Loan Documents;


 


(xviii)       if
any Affiliate of Borrower purchases all or any part of the Mortgage Loan;


 


(xix)          any
obligation of Borrower or Mortgage Borrower (a) to indemnify any Person that, immediately prior to any acquisition of title to the
Collateral pursuant to a UCC foreclosure sale, a UCC strict foreclosure, an assignment in lieu of foreclosure or other enforcement action
under the Loan Documents (collectively, an “Equity Collateral Enforcement Action”) was an Affiliate of Borrower or
Mortgage Borrower, or (b) to pay any amounts due under any contract or agreement between Borrower or Mortgage Borrower, on the one
hand, and any Person that, immediately prior to an Equity Collateral Enforcement Action, was an Affiliate of Borrower or Mortgage Borrower,
on the other hand; and/or (c) to pay legal fees to any legal counsel engaged by Borrower or Mortgage Borrower or any Affiliate of
Borrower or Mortgage Borrower prior to the date of the consummation of an Equity Collateral Enforcement Action; and/or


 






    122


     


    

 


(xx)          any
breach of any representation, warranty or covenant contained in Section 10 of the Pledge Agreement.


 


(b)            Notwithstanding
anything to the contrary in this Agreement, the Note or any of the Loan Documents, (A) Lender shall not be deemed to have waived
any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file
a claim for the full amount of the Debt or to require that all collateral shall continue to secure all of the Debt owing to Lender in
accordance with the Loan Documents, and (B) the Debt shall be fully recourse to Borrower in the event that: (i) Borrower or
any SPE Component Entity or any Affiliate thereof files, or joins in the filing of, a petition against Borrower under the Bankruptcy
Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited (or otherwise colludes with) petitioning
creditors for any involuntary petition against Borrower, (ii) Borrower or any SPE Component Entity or any Affiliate thereof files
an answer consenting to an involuntary petition filed against Borrower (other than any answer which is required to be made by applicable
law), by any other person under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, (iii) Borrower or
any SPE Component Entity consents to or joins in an application for the appointment of a custodian, receiver, trustee, or examiner for
Borrower (other than with the prior written consent of Lender), (iv) Borrower makes an assignment for the benefit of creditors (other
than to Lender in connection with the Loan or with the prior written consent of Lender), provided, that, with respect to the Mortgage
Loan only, (x) the exercise of remedies under the Mortgage Loan or the Loan shall not by itself trigger recourse liability to Borrower
or Guarantor, and (y) Guarantor shall not have liability for matters first arising after a foreclosure or assignment-in-lieu of
foreclosure of the Mortgage Loan or the Loan or for actions taken by Mortgage Lender or by Lender pursuant to the exercise of any voting
proxy or similar rights to exercise control over the Collateral, except, in each case, to the extent due to the actions of Guarantor
or its Affiliates; (v) there is a breach of any provision of Article 5 (Single Purpose Entity Covenants) hereof or the
separateness covenants contained in the Borrower’s or SPE Component Entity’s organizational documents (excluding, in each
case, any provision requiring Borrower to remain solvent, maintain adequate capital or pay its debts as they come due) and such breach
is cited by a court of competent jurisdiction in a final order in a proceeding under the Bankruptcy Code as a material factor in ordering
the substantive consolidation of Borrower or Mortgage Borrower with any other Person; provided that the motion or pleading seeking
substantive consolidation was not brought or supported by Lender and, as a result thereof, Borrower is subsequently substantively consolidated
in a case under the Bankruptcy Code with any Person other than a co-Borrower under the Loan, (vi) Borrower fails to obtain Lender’s
prior consent to (a) the transfer or conveyance of all or any portion of any Property or the Collateral, (b) the transfer of
any direct or indirect equity interests in Borrower, any SPE Component Entity, any Mortgage Borrower, any Mortgage SPE Component Entity,
or Mezzanine B Borrower, or (c) the granting of any security interest in the direct equity interests in any Mortgage Borrower or
any Mortgage SPE Component Entity, in each case in violation of the Loan Documents, or (vii) violation of covenants regarding opting
into Article 8 of the UCC.


 






    123


     


    

 


ARTICLE 14


 


NOTICES


 


Section 14.1.       Notices.
All notices or other written communications hereunder shall be deemed to have been properly
given (a) upon delivery, if delivered in person, (b) one (1) Business Day after having been deposited for overnight delivery
with any reputable overnight courier service, (c) three (3) Business Days after having been deposited in any post office or
mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt
requested, or (d) if transmitted by e-mail, (i) if such e-mail was sent prior to 5 P.M. (New York time) on a Business
Day, then on the date such e-mail was sent, provided that a hard copy of such e-mail (and any and all attachments) is delivered
by hand or reputable overnight courier service on the immediately succeeding Business Day, or (ii) if such e-mail was sent on a
day that is not a Business Day or after 5 P.M. (New York time) on a Business Day, then on the Business Day immediately succeeding
the date such e-mail was sent, provided that a hard copy of such e-mail (and any and all attachments) is delivered by hand or
reputable overnight courier service on the second Business Day immediately following the date on which such e-mail was sent; provided,
however, that by return e-mail to Borrower, Lender shall have the unilateral right at any time to waive the hard copy requirement
with respect to all notices sent via e-mail, in any case addressed as follows:


 


	If
    to Borrower:	c/o The RMR Group

    Two Newton Place

    255 Washington Street, Suite 300

    Newton, Massachusetts 02458

    Attention: Jennifer B. Clark

    Email: jclark@rmrgroup.com

     

    c/o The RMR Group

    Two Newton Place

    255 Washington Street, Suite 300

    Newton, Massachusetts 02458

    Attention: Yael Duffy

    Email: yduffy@rmrgroup.com

	 	 
	With
    a copy to:	Skadden, Arps, Slate, Meagher and Flom LLP

    300 South Grand Avenue

    Los Angeles, California 90071

    Attention: Peter Mair, Esq.

    Email: peter.mair@skadden.com

     

	If
    to Lender:	Citigroup Global Markets Realty
    Corp.

    388-390 Greenwich Street, Trading
    Floor 4

    New York, New York 10013

    Attention: Ana Rosu Marmann

    Email: ana.rosu@citi.com

     

    




 






    124


     


    

 


	 
	UBS AG

    1285 Avenue of the Americas, 13th Floor

    New York, New York 10019

    Attention:  Transaction Management - Henry Chung

    Email:
    henry.chung@ubs.com

     

    with a copy to:

     

    UBS AG

    1285 Avenue of
    the Americas, 13th Floor

    New York New York
    10019

    Attention: Transaction
    Management – Racquel Small

    Email: racquel.small@ubs.com

     

    Bank of America,
    N.A.

    c/o Capital Markets
    Servicing Group

    900 West Trade
    Street, Suite 650

    Mail Code: NC1-026-06-01

    Charlotte, North
    Carolina 28255

    Attention: Servicing
    Manager

    Email: steve.l.wasser@bofa.com

     

    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice

    Email: Paul.Vanderslice@bmo.com

     

    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email:
    BMOCMUSLegal@bmo.com

     

    Morgan Stanley Mortgage Capital Holdings
    LLC

    1585 Broadway, 25th Floor

    New York, New York 10036

    Attention: John Maurer

    Email:
    John.Maurer@morganstanley.com





 


	With
    a copy to:	Dechert LLP

    Cira Centre

    2929 Arch Street

    Philadelphia, Pennsylvania 19104

    Attention: David W. Forti, Esq.

    Email: david.forti@dechert.com



 






    125


     


    

 


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


 


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


 


ARTICLE 15


 


FURTHER
ASSURANCES


 


Section 15.1.       Replacement
Documents. Upon receipt of an affidavit of an officer of Lender as to the loss, theft, destruction
or mutilation of the Note, this Agreement or any of the other Loan Documents which is not of public record, and, in the case of any such
mutilation, upon surrender and cancellation of the Note, this Agreement or such other Loan Document, Borrower will issue, in lieu thereof,
a replacement thereof, dated the date of the Note, this Agreement or such other Loan Document, as applicable, in the same principal amount
thereof and otherwise of like tenor.


 


Section 15.2.       Execution
of the Pledge Agreement.


 


(a)            Borrower
forthwith upon the execution and delivery of the Pledge Agreement and thereafter, from time to time, will cause the Pledge Agreement
and any of the other Loan Documents creating a lien or security interest or evidencing the lien hereof upon the Collateral and each instrument
of further assurance (including applicable UCC financing statements, amendments and continuation statements) to be filed, registered
or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully
to protect and perfect the lien or security interest hereof upon, and the interest of Lender in, the Collateral. Borrower will pay all
taxes, filing, registration or recording fees, and all expenses incident to the preparation, execution, acknowledgment and/or recording
of the Note, the Pledge Agreement , this Agreement, the other Loan Documents, any note, deed of trust or mortgage supplemental hereto,
any security instrument with respect to the Collateral and any instrument of further assurance, and any modification or amendment of
the foregoing documents, and all federal, state, county and municipal taxes, duties, imposts, assessments and charges arising out of
or in connection with the execution and delivery of the Pledge Agreement, any security instrument with respect to the Collateral or any
instrument of further assurance, and any modification or amendment of the foregoing documents, except where prohibited by applicable
law so to do.


 


(b)            Intentionally
omitted.


 


(c)            Notwithstanding
any other provision set forth in this Agreement or any of the other Loan Documents, Lender may at any time create a security interest
in all or any portion of its rights under the Loan Agreement, the Note, the Pledge Agreement and any other Loan Document (including the
advances owing to it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve
System.


 






    126


     


    

 


Section 15.3.       Further
Acts, etc. Borrower will, at the cost of Borrower, and without expense to Lender, do, execute,
acknowledge and deliver all and every further acts, pledges, assignments, notices of assignments, transfers and assurances as Lender
shall, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring, and confirming unto Lender
the collateral and rights hereby granted, bargained, sold, conveyed, confirmed, pledged, assigned, warranted and transferred or intended
now or hereafter so to be, or which Borrower may be or may hereafter become bound to convey or assign to Lender, or for carrying out
the intention or facilitating the performance of the terms of this Agreement or for filing, registering or recording the Pledge Agreement
or any financing statement, or for complying with all Legal Requirements. Borrower, on demand, will execute and deliver, and in the event
it shall fail to so execute and deliver, hereby authorizes Lender to execute in the name of Borrower or without the signature of Borrower
to the extent Lender may lawfully do so, one or more financing statements to evidence more effectively the security interest of Lender
in the Collateral. Borrower grants to Lender an irrevocable power of attorney coupled with an interest for the purpose of exercising
and perfecting any and all rights and remedies available to Lender at law and in equity, including without limitation, such rights and
remedies available to Lender pursuant to this Section 15.3.


 


Section 15.4.       Changes
in Tax, Debt, Credit and Documentary Stamp Laws.


 


(a)            If
any law is enacted or adopted or amended after the date of this Agreement which deducts the Debt from the value of the Collateral
for the purpose of taxation and which imposes a tax, either directly or indirectly, on the Debt or Lender’s interest in the
Collateral, Borrower will pay the tax, with interest and penalties thereon, if any. If Lender is advised by counsel chosen by it
that the payment of tax by Borrower would be unlawful or taxable to Lender or unenforceable or provide the basis for a defense of
usury then Lender shall have the option by written notice of not less than ninety (90) days to declare the Debt immediately due and
payable. Notwithstanding the foregoing, Borrower shall not be obligated to pay any tax on Lender’s interest in the Collateral
under this Section 15.4 from and after any transfer of the Collateral to Lender or its designee by foreclosure,
assignment-in-lieu of foreclosure or otherwise.


 


(b)            Intentionally
omitted.


 


(c)            If
at any time the United States of America, any State thereof or any subdivision of any such State shall require revenue or other stamps
to be affixed to the Note, the Pledge Agreement, or any of the other Loan Documents or impose any other tax or charge on the same, Borrower
will pay for the same, with interest and penalties thereon, if any.


 


ARTICLE 16


 


WAIVERS


 


Section 16.1.       Remedies
Cumulative; Waivers.


 


The rights, powers and remedies
of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against
Borrower pursuant to this Agreement, the Pledge Agreement, the Note or the other Loan Documents, or existing at law or in equity or otherwise.
Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender
may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of
Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may
be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower
shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power
consequent thereon.


 






    127


     


    

 


Section 16.2.       Modification,
Waiver in Writing.


 


No modification, amendment,
extension, discharge, termination or waiver of any provision of this Agreement, the Pledge Agreement, the Note and the other Loan Documents,
nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the
party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the
purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower
to any other or future notice or demand in the same, similar or other circumstances.


 


Section 16.3.       Delay
Not a Waiver.


 


Neither any failure nor any
delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right,
power, remedy or privilege under this Agreement, the Pledge Agreement, the Note or the other Loan Documents, or any other instrument
given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude
any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation,
by accepting payment after the due date of any amount payable under this Agreement, the Pledge Agreement, the Note or the other Loan
Documents, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under
this Agreement, the Pledge Agreement, the Note and the other Loan Documents, or to declare a default for failure to effect prompt payment
of any such other amount.


 


Section 16.4.       Waiver
of Trial by Jury.


 


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


 


Section 16.5.       Waiver
of Notice.


 


Borrower shall not be entitled
to any notices of any nature whatsoever from Lender except (a) with respect to matters for which this Agreement or the other Loan
Documents specifically and expressly provides for the giving of notice by Lender to Borrower and (b) with respect to matters for
which Lender is required by applicable law to give notice, and Borrower hereby expressly waives the right to receive any notice from
Lender with respect to any matter for which this Agreement or the other Loan Documents does not specifically and expressly provide for
the giving of notice by Lender to Borrower.


 






    128


     


    

 


Section 16.6.       Remedies
of Borrower.


 


In the event that a claim
or adjudication is made that Lender or its agents have, in connection with any approval or consent requested of Lender hereunder, acted
unreasonably or unreasonably delayed acting in any case where by applicable law or under this Agreement, the Pledge Agreement, the Note
and the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees
that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing
an action seeking specific performance, injunctive relief or declaratory judgment. The parties hereto agree that any action or proceeding
to determine whether Lender has acted reasonably in connection with any approval or consent requested of Lender hereunder shall be determined
by an action seeking specific performance, injunctive relief or declaratory judgment. Lender agrees that, in such event, it shall cooperate
in expediting any action seeking injunctive relief or declaratory judgment.


 


Section 16.7.       Marshalling
and Other Matters.


 


Borrower
hereby waives, to the extent permitted by applicable Legal Requirements, the benefit of all appraisement, valuation, stay, extension,
reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale under the Pledge Agreement
of the Collateral or any part thereof or any interest therein. Further, Borrower hereby expressly waives any and all rights of redemption
from sale under any order or decree of foreclosure of the Pledge Agreement on behalf of Borrower, and on behalf of each and every person
acquiring any interest in or title to the Collateral subsequent to the date of the Pledge Agreement and on behalf of all persons to the
extent permitted by applicable Legal Requirements.


 


Section 16.8.       Waiver
of Statute of Limitations.


 


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


 


Section 16.9.       Waiver
of Counterclaim. Borrower hereby waives the right to assert a counterclaim, other than a compulsory
counterclaim, in any action or proceeding brought against it by Lender or its agents.


 


Section 16.10.     Sole
Discretion of Lender. Wherever pursuant to this Agreement (a) Lender exercises any right
given to it to approve or disapprove, (b) any arrangement or term is to be satisfactory to Lender, or (c) any other decision
or determination is to be made by Lender, the decision to approve or disapprove all decisions that arrangements or terms are satisfactory
or not satisfactory, and all other decisions and determinations made by Lender, shall be in the sole discretion of Lender, except as
may be otherwise expressly and specifically provided herein.


 






    129


     


    

 


ARTICLE 17


 


MISCELLANEOUS


 


Section 17.1.       Survival.
This Agreement and all covenants, agreements, representations and warranties made herein and
in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender
of the Note, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer
period is expressly set forth in this Agreement, the Pledge Agreement, the Note or the other Loan Documents. Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns
of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the
legal representatives, successors and assigns of Lender.


 


Section 17.2.       Governing
Law.


 


THIS AGREEMENT WAS NEGOTIATED
IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN
DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO
THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS
ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED
STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF BORROWER AND LENDER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES
ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT,
THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT
TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 


ANY LEGAL SUIT, ACTION
OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS WILL BE INSTITUTED
IN (OR, IF PREVIOUSLY INSTITUTED, MOVED TO) ANY FEDERAL OR STATE COURT DESIGNATED BY LENDER IN THE CITY OF NEW YORK, COUNTY
OF NEW YORK. EACH OF BORROWER AND LENDER HEREBY (I) WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE
AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING AND (II) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF
ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER AND LENDER HEREBY ACKNOWLEDGE AND AGREE THAT THE FOREGOING AGREEMENT, WAIVER
AND SUBMISSION ARE MADE PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 






    130


     


    

 


BORROWER DOES HEREBY DESIGNATE
AND APPOINT:


 


Corporation Service Company

19 West 44th Street, Suite 201

New York, NY 10036-8401


 


AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE
ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE
COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR
DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY
SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS
OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH
AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS),
AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS
DISSOLVED WITHOUT LEAVING A SUCCESSOR.


 


Section 17.3.       Headings.
Notwithstanding anything to the contrary contained herein, (i) the Article and/or
Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose and (ii) covenants contained in Articles and/or Sections hereof labeled or otherwise primarily containing
representations (and vice versa) shall, in each case, be deemed fully effective hereunder and shall not be otherwise affected by virtue
of the foregoing.


 


Section 17.4.       Severability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable Legal Requirements, but if any provision of this Agreement shall be prohibited by or invalid
under applicable Legal Requirements, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of this Agreement.


 


Section 17.5.       Preferences.
Lender shall have the continuing and exclusive right to apply or reverse and reapply any and
all payments by Borrower to any portion of the obligations of Borrower hereunder. To the extent Borrower makes a payment or payments
to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set
aside or required to be repaid to a trustee, receiver or any other party under any Creditors Rights Laws, state or federal law, common
law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended
to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.


 






    131


     


    

 


Section 17.6.       Expenses.
Except as may be otherwise expressly and specifically provided herein, Borrower covenants and
agrees to pay its own costs and expenses and pay, or, if Borrower fails to pay, to reimburse, Lender, upon receipt of written notice
from Lender, for Lender’s reasonable costs and expenses (including reasonable, actual attorneys’ fees and disbursements)
in each case, incurred by Lender in accordance with this Agreement in connection with (i) the preparation, negotiation, execution
and delivery of this Agreement, Pledge Agreement, the Note and the other Loan Documents and the consummation of the transactions contemplated
hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested
by Lender as to any legal matters arising under this Agreement, the Pledge Agreement, the Note and the other Loan Documents with respect
to the Collateral); (ii) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and
covenants contained in this Agreement, the Pledge Agreement, the Note and the other Loan Documents on its part to be performed or complied
with after the Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (iii) Lender’s
ongoing performance and compliance with all agreements and conditions contained in this Agreement, the Pledge Agreement, the Note and
the other Loan Documents on its part to be performed or complied with after the Closing Date (including, without limitation, those contained
in Articles 8 and 9 hereof); (iv) the negotiation, preparation, execution, delivery and administration of any consents,
amendments, waivers or other modifications to this Agreement, the Pledge Agreement, the Note and the other Loan Documents and any other
documents or matters requested by Lender; (v) securing Borrower’s compliance with any requests made pursuant to the provisions
of this Agreement; (vi) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel
for providing to Lender all required legal opinions, and other similar expenses incurred in creating and perfecting the lien in favor
of Lender pursuant to this Agreement, the Pledge Agreement, the Note and the other Loan Documents; (vii) enforcing or preserving
any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each
case against, under or affecting Borrower, Guarantor, this Agreement, the Pledge Agreement, the Note, the other Loan Documents, the Property,
the Collateral, or any other security given for the Loan; (viii) except as set forth in Section 11.4, servicing the
Loan (including, without limitation, enforcing any obligations of or collecting any payments due from Borrower and/or Guarantor under
this Agreement, the Pledge Agreement, the Note and the other Loan Documents or with respect to the Property or the Collateral) or in
connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out”
or of any insolvency or bankruptcy proceedings; and (ix) the preparation, negotiation, execution, delivery, review, filing, recording
or administration of any documentation associated with the exercise of any of Borrower’s rights hereunder and/or under the other
Loan Documents regardless of whether or not any such right is consummated (including, without limitation, Borrower’s rights hereunder
to permit or undertake transfers (including under Sections 6.3 and 6.4 hereof), in each case, in accordance with the applicable
terms and conditions hereof); provided, however, that, with respect to each of subsections (i) through (ix) above,
(A) none of the foregoing subsections shall be deemed to be mutually exclusive or limit any other subsection, (B) the same
shall be deemed to (I) include, without limitation and in each case, subject to Section 11.4, any related special servicing
fees, liquidation fees, modification fees, work-out fees and other similar costs or expenses payable to any Servicer, trustee and/or
special servicer of the Loan (or any portion thereof and/or interest therein) and (II) exclude any requirement that Borrower directly
pay the base monthly servicing fees due to any master servicer on account of the day to day, routine servicing of the Loan (provided,
further, that the foregoing subsection (II) shall not be deemed to otherwise limit any fees, costs, expenses or other sums
required to be paid to Lender under this Section, the other terms and conditions hereof and/or of the other Loan Documents) and (C) Borrower
shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal
acts, fraud or willful misconduct of Lender.


 






    132


     


    

 


Section 17.7.       Cost
of Enforcement. In the event (a) that the Pledge Agreement is foreclosed in whole or in
part, (b) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or any of its constituent
Persons or an assignment by Borrower or any of its constituent Persons for the benefit of its creditors, or (c) Lender exercises
any of its other remedies under this Agreement, the Pledge Agreement, the Note and the other Loan Documents, Borrower shall be chargeable
with and agrees to pay all actual costs of collection and defense, including attorneys’ fees and costs, incurred by Lender or Borrower
in connection therewith and in connection with any appellate proceeding or post judgment action involved therein, together with all required
service or use taxes.


 


Section 17.8.       Schedules
Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this
Agreement with the same effect as if set forth in the body hereof.


 


Section 17.9.       Offsets,
Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement,
the Pledge Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses
which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated
counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such
documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding
is hereby expressly waived by Borrower.


 


Section 17.10.     No
Joint Venture or Partnership; No Third Party Beneficiaries.


 


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


 


(b)            This
Agreement, the Pledge Agreement, the Note and the other Loan Documents are solely for the benefit of Lender and Borrower and nothing
contained in this Agreement, the Pledge Agreement, the Note or the other Loan Documents shall be deemed to confer upon anyone other than
Lender and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or
therein. All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of
Lender and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled
to assume that Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof and no other Person shall
under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part
by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable to do so.


 






    133


     


    

 


(c)            The
general partners, members, principals and (if Borrower is a trust) beneficial owners of Borrower are experienced in the ownership and
operation of properties similar to the Property, and Borrower and Lender are relying solely upon such expertise and business plan in
connection with the ownership and operation of the Property and the Collateral. Borrower is not relying on Lender’s expertise,
business acumen or advice in connection with the Property or the Collateral.


 


(d)            Notwithstanding
anything to the contrary contained herein, Lender is not undertaking the performance of (i) any obligations related to the Property
(including, without limitation, under the Leases) or the Collateral; or (ii) any obligations with respect to any agreements, contracts,
certificates, instruments, franchises, permits, trademarks, licenses and other documents to which any Borrower Party, the Collateral
(or any portion thereof) and/or the Property (or any portion thereof) is subject.


 


(e)            By
accepting or approving anything required to be observed, performed or fulfilled or to be given to Lender pursuant to this Agreement,
the Pledge Agreement, the Note or the other Loan Documents, including, without limitation, any officer’s certificate, balance sheet,
statement of profit and loss or other financial statement, survey, appraisal, or insurance policy, Lender shall not be deemed to have
warranted, consented to, or affirmed the sufficiency, the legality or effectiveness of same, and such acceptance or approval thereof
shall not constitute any warranty or affirmation with respect thereto by Lender.


 


(f)            Borrower
recognizes and acknowledges that in accepting this Agreement, the Note, the Pledge Agreement and the other Loan Documents, Lender is
expressly and primarily relying on the truth and accuracy in all material respects of the representations and warranties set forth in
Article 3 of this Agreement without any obligation to investigate the Property or the Collateral and notwithstanding any
investigation of the Property or the Collateral by Lender; that such reliance existed on the part of Lender prior to the date hereof,
that the warranties and representations are a material inducement to Lender in making the Loan; and that Lender would not be willing
to make the Loan and accept this Agreement, the Note, the Pledge Agreement and the other Loan Documents in the absence of the warranties
and representations as set forth in Article 3 of this Agreement.


 


Section 17.11.     Publicity.
All news releases, publicity or advertising by Borrower, Lender or their respective Affiliates through any media intended to reach the
general public which refers to this Agreement, the Note, the Pledge Agreement or the other Loan Documents or the financing evidenced
by this Agreement, the Note, the Pledge Agreement or the other Loan Documents, or to Lender or any of its Affiliates shall be subject
to the prior written approval of Lender or Borrower, as applicable, not to be unreasonably withheld or delayed. The foregoing shall not
apply to any marketing materials that are prepared by or on behalf of Lender in connection with a potential Secondary Market Transaction,
it being agreed that Lender shall have the right to issue, without Borrower’s approval, and Borrower hereby authorizes Lender to
issue, such marketing materials, term sheets and other materials as Lender may deem reasonably necessary or appropriate in connection
with Lender’s own marketing activities with respect to any potential Secondary Market Transaction, and such materials may describe
the Loan in general terms or in detail and Lender’s participation therein.


 






    134


     


    

 


Section 17.12.     Limitation
of Liability. No claim may be made by Borrower, or any other Person against Lender or its Affiliates,
directors, officers, employees, attorneys or agents of any of such Persons for any special, indirect, consequential or punitive damages
in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated
by this Agreement or any act, omission or event occurring in connection therewith; and Borrower hereby waives, releases and agrees not
to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.


 


Section 17.13.     Conflict;
Construction of Documents; Reliance. In the event of any conflict between the provisions of
this Agreement and the Pledge Agreement, the Note or any of the other Loan Documents, the provisions of this Agreement shall control.
The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution
of this Agreement, the Note, the Pledge Agreement and the other Loan Documents and this Agreement, the Note, the Pledge Agreement and
the other Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower
acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without
relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender.
Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement,
the Note, the Pledge Agreement and the other Loan Documents or any other agreements or instruments which govern the Loan by virtue of
the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and
Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s
exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other
real estate transactions and investments which may be viewed as adverse-to or competitive with the business of Borrower or its Affiliates.


 


Section 17.14.     Entire
Agreement. This Agreement, the Note, the Pledge Agreement and the other Loan Documents contain
the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior
agreements among or between such parties, whether oral or written between Borrower and Lender are superseded by the terms of this Agreement,
the Note, the Pledge Agreement and the other Loan Documents except to the extent such prior agreement by its terms survives the closing
of the Loan.


 


Section 17.15.     Liability.
If Borrower consists of more than one Person, the obligations and liabilities of each such Person
hereunder shall be joint and several. This Agreement shall be binding upon and inure to the benefit of Borrower and Lender and their
respective successors and assigns.


 






    135


     


    

 


Section 17.16.     Duplicate
Originals; Counterparts. This Agreement may be executed in any number of duplicate originals
and each duplicate original shall be deemed to be an original. The failure of any party hereto to execute this Agreement, or any counterpart
hereof, shall not relieve the other signatories from their obligations hereunder.


 


Section 17.17.     Brokers.
Borrower agrees (i) to pay any and all fees imposed or charged by all brokers, mortgage
bankers and advisors (each a “Broker”) hired or contracted by any Borrower Party or their Affiliates in connection
with the transactions contemplated by this Agreement and (ii) to indemnify and hold Lender harmless from and against any and all
claims, demands and liabilities for brokerage commissions, assignment fees, finder’s fees or other compensation whatsoever arising
from this Agreement or the making of the Loan which may be asserted against Lender by any Person. Borrower hereby represents and warrants
that a Broker has not been engaged by any Borrower Party in connection with the transactions contemplated by this Agreement. Lender hereby
represents and warrants that a Broker has not been engaged by Lender in connection with the transactions contemplated by this Agreement.
The foregoing indemnity shall survive the termination of this Agreement and the payment of the Debt. Borrower acknowledges and agrees
that (a) any Broker is not an agent of Lender and has no power or authority to bind Lender, (b) Lender is not responsible for
any recommendations or advice given to any Borrower Party by any Broker, (c) Lender and the Borrower Parties have dealt at arms-length
with each other in connection with the Loan, (d) no fiduciary or other special relationship exists or shall be deemed or construed
to exist among Lender and the Borrower Parties and (e) none of the Borrower Parties shall be entitled to rely on any assurances
or waivers given, or statements made or actions taken, by any Broker which purport to bind Lender or modify or otherwise affect this
Agreement or the Loan, unless Lender has, in its sole discretion, agreed in writing with any such Borrower Party to such assurances,
waivers, statements, actions or modifications. Borrower acknowledges and agrees that Lender may, in its sole discretion, pay fees or
compensation to any Broker in connection with or arising out of the closing and funding of the Loan. Such fees and compensation, if any,
(i) shall be in addition to any fees which may be paid by any Borrower Party to such Broker and (ii) create a potential conflict
of interest for Broker in its relationship with the Borrower Parties. Such fees and compensation, if applicable, may include a direct,
one-time payment, servicing fees and/or incentive payments based on volume and size of financings involving Lender and such Broker.


 


Section 17.18.     Set-Off. In
addition to any rights and remedies of Lender provided by this Agreement and by law, Lender shall have the right in its sole
discretion, without prior notice to Borrower, any such notice being expressly waived by Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise), to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct
or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Lender or any Affiliate thereof to or for
the credit or the account of Borrower; provided, however, Lender may only exercise such right during the continuance
of an Event of Default. Lender agrees promptly to notify Borrower after any such set-off and application made by Lender; provided
that the failure to give such notice shall not affect the validity of such set-off and application.


 






    136


     


    

 


Section 17.19.     Reinstatement
of Debt. If, on account of the subordination of the Loan to the Mortgage Loan, Lender is required
to remit to Mortgage Lender any amount theretofore paid to Lender hereunder, then such amount shall continue to be owing pursuant to
this Agreement and the other Loan Documents as part of the Debt, notwithstanding the prior receipt of such payment by Lender.


 


Section 17.20.     Intentionally
Omitted.


 


Section 17.21.     Intercreditor
Agreement. Lender, Mortgage Lender and Mezzanine B Lender are parties to a certain intercreditor
agreement dated as of the date hereof (the “Intercreditor Agreement”) memorializing their relative rights and obligations
with respect to the Loan, the Mortgage Loan, the Mezzanine B Loan, Borrower, Mortgage Borrower, Mezzanine B Borrower, the Collateral,
the Collateral (as defined in the Mezzanine B Loan Agreement) and the Property. Borrower hereby acknowledges and agrees that (i) such
Intercreditor Agreement is intended solely for the benefit of Lender, Mortgage Lender and Mezzanine B Lender and (ii) Borrower,
Mortgage Borrower and Mezzanine B Borrower are not intended third-party beneficiaries of any of the provisions therein and shall not
be entitled to rely on any of the provisions contained therein. None of Lender, Mortgage Lender or Mezzanine B Lender shall have any
obligation to disclose to Borrower, Mortgage Borrower or Mezzanine B Borrower the contents of the Intercreditor Agreement. Borrower’s
obligations hereunder are independent of such Intercreditor Agreement and remain unmodified by the terms and provisions thereof. In no
event shall Borrower be bound by, or be charged with knowledge of, the terms and conditions of the Intercreditor Agreement.


 


Section 17.22.     Approvals
and Consents. The below Section 17.22 shall be of no further force and effect following
a rated Securitization of the entire Loan.


 


(a)            Administrative
Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the first sentence of this
Section 17.22 and Section 17.22(c) hereof, any consent or approval required or permitted by this Agreement
or in any Loan Document to be given by Lender with respect to (i) administrative functions with respect to the Loan, including all
determinations relating to the distribution of funds, including without limitation, the distribution of funds to Borrower in the Reserve
Accounts held by Lender (subject to compliance with the terms and conditions set forth in Article 8 hereof); (ii) all
insurance matters including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of
proceeds pursuant to Section 7.4 hereof and any changes to insurance requirements that are not otherwise contemplated under
this Agreement; (iii) confirmation (or determinations) of economic calculations under the Loan Documents (including the Debt Yield);
(iv) consents and approvals arising under the Loan and Loan Documents not otherwise expressly requiring the consent of the Lender
pursuant to Section 17.22(c) hereof; (v) property level consent and approvals (or deemed approvals) including approvals
of easements, zoning matters, subordination non-disturbance agreements and reciprocal easement agreements, PILOT Property matters, property
managers and property management agreements (provided that property manager approvals shall be subject to the provisions of Section 4.15
of this Agreement), (vi) budget approvals for any life safety or health matters during the continuance of an Event of Default,
(vii) waiver of any non-monetary Event of Default under the Loan, (viii) waiver or grant of any extensions with respect to
any reporting requirements or Immediate Repairs, (ix) confirmation of the satisfaction of the conditions to the release of a Release
Property, (x) approvals of the Approved Annual Budget during the continuance of a Trigger Period (provided that so long as
no Event of Default has occurred and is continuing, no approvals shall be required for non-budgeted expenditures relating to life safety
or health matters), (xi) review and confirmation of a Person’s satisfaction of the requirements set forth herein for a Replacement
Guarantor or Qualified Equityholder (but the “know your customer” requirements of each Lender must be satisfied), (xii) Major
Leases, if required, pursuant to Section 4.14 hereof), (xiii) Alterations in excess of the Alteration Threshold for
which Lender approval is required under Section 4.21 (other than Approved Alterations); (xiv) the termination or replacement
of Manager other than with a Qualified Manager, (xv) consent to or waiver of any non-monetary encumbrance of the Collateral or any
Individual Property which is not permitted pursuant to the terms and conditions of the Loan Documents, (xvi) consents related to
Major Leases to the extent such consent is required hereunder, and (xvii) any other consents and approvals not expressly requiring
unanimous Lender approval under Section 17.22(c) (collectively, the “Administrative Agent Decisions”)
may be given or may be waived with the written consent of Administrative Agent only and without the consultation, consent or approval
of any of the other Lenders. At any time that Administrative Agent’s approval is required under this Section 17.22(a),
provided no Event of Default is continuing, Administrative Agent’s approval shall be deemed granted if the Deemed Approval Requirements
have been satisfied with respect thereto; provided, however, with respect to any matter not related to Alterations, leasing,
budget approvals, the Manager or the Management Agreement, in addition to the notices set forth in the definition of “Deemed Approval
Requirements”, Borrower shall be required to submit a third notice (after the Second Notice) which gives the Lender an additional
five (5) Business Days after the receipt of the third notice to respond and, if no response has been received within such additional
five (5) Business Day period, such approval shall be deemed to have been granted by Lender.


 






    137


     


    

 


(b)            Intentionally
Omitted.


 


(c)            Unanimous
Decisions. Notwithstanding the foregoing, any consent or approval required or permitted by this Agreement or in any Loan Document
to be given by Lender to (i) increase the commitment of any Lender; (ii) change the principal of, or Spread that has accrued
or that will be charged on the outstanding principal amount of the Loan; (iii) reduce the amount of any fees payable to Lender;
(iv) postpone any date fixed for any payment of principal or, or interest on, the Loan (including, the Maturity Date) or for the
payment of fees or any other obligations of Borrower or Guarantor; (v) change any Lender’s Pro Rata Share; (vi) amend
the sections of the Loan Agreement governing waivers and amendments or amend the definitions of the terms used in the Loan Agreement
or any of the other Loan Documents insofar as such definitions affect amendments; (vii) release any Guarantor of its obligations
except in connection with a Replacement Guarantor; (viii) release or dispose of any collateral for the Loan except as permitted
under the Loan Documents or consent to any transfer prohibited by the Loan Documents without consent, (ix) waive any monetary Event
of Default; (x) decide not to accelerate the Loan during the continuance of an Event of Default; (xi) consent to or waiver
of any further monetary encumbrance of the Property or the Collateral or pledge of the direct or indirect interest in Borrower, in each
case, to the extent not otherwise permitted by the Loan Documents or permitted with the approval of Administrative Agent pursuant to
Section 17.22(a) above and the approval of Administrative Agent has been obtained; (xii) enter into any agreement
providing for the subordination of the Loan to any other interest which would constitute a lien against the Property or the Collateral
or any transfers of the Property or the Collateral or the Loan by Borrower or of equity interests in Borrower (in each instance to the
extent not permitted by this Agreement and the other Loan Documents); (xiii) amend this Section 17.22 or any other co-lender
provision in this Agreement or the other Loan Documents, or (xiv) a decision not to accelerate the Loan following an Event of Default
(the “Unanimous Decisions”) may only be given or waived, with the written consent of Administrative Agent at the written
direction of all Lenders.


  






    138


     


    

 


(d)            Replacement
Administrative Agent. Lenders hereby appoint Citi as the initial Administrative Agent. Prior to a Securitization of the whole Loan,
there shall be an Administrative Agent for the Loan at all times when the Loan is held by more than one Lender. Citi or an affiliate
thereof that owns a portion of the Loan shall be the Administrative Agent, provided that at any time (i) neither Citi nor
any affiliate thereof owns a portion of the Loan, (ii) during the continuance of an Event of Default with respect to which Administrative
Agent has provided written notice thereof to Borrower, (iii) Citi being replaced as Administrative Agent in accordance with the
Lender Documents or (iv) following a default by the Administrative Agent of its obligations under this Agreement or any Lender Documents,
the Administrative Agent may resign or be replaced with a single Lender that is either then the sole Lender or is a Lender that (A) has
otherwise been designated as the replacement Administrative Agent under the Lender Documents and (B) except in the case of clause
(ii) above, has been approved by Borrower in its reasonable discretion. Upon the appointment of any successor Administrative Agent
hereunder, such successor Administrative Agent shall succeed to and become the Administrative Agent hereunder and any further resignation
or replacement of any successor Administrative Agent shall be subject to the terms and conditions of this Section 17.22(d).
Notwithstanding the foregoing, Borrower acknowledges and agrees that if the Loan is sold by Citi, UBS AG, BANA, BMO, MS or any other
Lender such that the Loan is held by a single Lender, then automatically, and without any further action by Citi, UBS AG, BANA, BMO,
MS or such Lender, all references to Administrative Agent hereunder shall be deemed to refer to such single Lender that holds the Loan.


 


(e)            Lenders.
The Lender Documents shall, at all times, provide for the approval standards set forth in this Section 17.22 (the “Approval
Standards”) and in the event of any conflict between any Lender Document or any co-lender arrangement and this Section 17.22,
then this Section 17.22 shall govern and control. Except as otherwise provided herein, Borrower shall have no obligation
to recognize or deal directly with any Lender. Borrower may direct all notices, financial reporting, and requests for consent or approvals
and any other relayed documentation or information to Administrative Agent and may conclusively rely upon the actions of Administrative
Agent to bind the Lenders, notwithstanding that any particular action in question may, pursuant to this Agreement or any Lender Document,
be subject to the consent or approval of some or all of the Lenders in accordance with the Approval Standards. The Lenders, including
Administrative Agent, and each of their affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally
engage in any kind of business with Borrower (subject to the terms hereof) or any affiliate of Borrower, or any Person who may do business
with or own securities in Borrower or any affiliate of Borrower, all as if they were not serving in such capacities hereunder and without
any duty to account therefor to each other.


 


(f)            Fees.
Borrower shall pay for all third party fees and expenses and reasonable attorneys’ fees and expenses actually incurred by Lender
in connection with the Borrower’s consent requests pursuant to this Section 17.22.


 






    139


     


    

 


Section 17.23.     Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be
subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)            the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)             a
reduction in full or in part or cancellation of any such liability;


 


(ii)            a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Loan Document; or


 


(iii)           the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 


Section 17.24.     Unintended
Payments.


 


(a)            If
Citibank, N.A., Citi Real Estate Funding Inc., any Affiliate of the foregoing, or any agent thereof (including, without limitation, any
Servicer or administrative agent acting on said Person’s behalf) (individually and/or collectively, the “Payor Party”)
notifies Borrower, any Lender or any Person who has received funds on behalf of said Borrower or Lender (any such Borrower, Lender
or other recipient, a “Payment Recipient”) that the Payor Party has determined in its sole discretion (whether
or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient
from the Payor Party or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such
Payment Recipient (whether or not known to such Borrower, Lender, or other Payment Recipient on its behalf) (any such funds, whether
received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively,
an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment
shall at all times remain the property of the Payor Party and shall be segregated by the Payment Recipient and held in trust for the
benefit of the Payor Party, and such Borrower or Lender shall (or, with respect to any Payment Recipient who received such funds on its
behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Payor
Party the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency
so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof)
was received by such Payment Recipient to the date such amount is repaid to the Payor Party in same day funds at the greater of the Federal
Funds Rate and a rate determined by the Payor Party in accordance with banking industry rules on interbank compensation from time
to time in effect. A notice of the Payor Party to any Payment Recipient under this clause (a) shall be conclusive, absent
manifest error.


 






    140


     


    

 


(b)            Without
limiting immediately preceding clause (a), each Lender or any Person who has received funds on behalf of a Lender, hereby further
agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal,
interest, fees, distribution or otherwise) from the Payor Party (or any of its Affiliates) (x) that is in a different amount than,
or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Payor Party (or any of its Affiliates)
with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment
or repayment sent by the Payor Party (or any of its Affiliates), or (z) that such Lender or other such recipient, otherwise becomes
aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:


 


(i)            (A) in
the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written
confirmation from the Payor Party to the contrary) or (B) an error has been made (in the case of immediately preceding clause
(z)), in each case, with respect to such payment, prepayment or repayment; and


 


(ii)           such
Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within
one Business Day of its knowledge of such error) notify the Payor Party of its receipt of such payment, prepayment or repayment, the
details thereof (in reasonable detail) and that it is so notifying the Payor pursuant to this Section 17.24(b).


 


(c)            Each
Lender hereby authorizes the Payor Party to set off, net and apply any and all amounts at any time owing to such Lender under any Loan
Document, or otherwise payable or distributable by the Payor Party to such Lender from any source, against any amount due to the Payor
Party under immediately preceding clause (a) or under the indemnification provisions of this Agreement or any co-lender agreement
entered into by and among any such Lender and any Payor Party.


 


(d)            Intentionally
Omitted.


 


(e)            The
parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations pursuant
to the Loan Documents by the Borrower, Guarantor, or any Affiliate thereof, except, in each case, to the extent such Erroneous Payment
is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Payor Party from the
Borrower for the purpose of making such Erroneous Payment.


 


(f)            To
the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Payor Party for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge
for value” or any similar doctrine.


 






    141


     


    

 


 


(g)            Each
party’s obligations, agreements and waivers under this Section 17.24 shall survive the resignation or replacement of
any Payor Party hereunder, any transfer of rights or obligations by, or the replacement of, a Lender and/or the repayment, satisfaction
or discharge of the Debt and all other obligations (or any portion thereof) under any Loan Document.


 


 


[NO FURTHER TEXT ON THIS PAGE]


 






    142


     


    

 


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


 


	 	BORROWER:
	 	 
	 	ILPT MEZZ FIXED BORROWER 2 LLC  
	 	 
	 	 
	 	By:	 /s/ Richard W. Siedel, Jr.
	 	 	Name:	 Richard W. Siedel, Jr.
	 	 	Title:	Chief Financial Officer and Treasurer



 


 


[Project Maple (CMBS Fixed Rate Loan) - Signature Page to Mezzanine Loan Agreement] 


 






    


     


    

 





	 	LENDER:
	 	 
	 	CITIGROUP
    GLOBAL MARKETS REALTY CORP.
	 	 
	 	 
	 	By:	 /s/ Ana Rosu Marmann
	 	 	Name:	 Ana Rosu Marmann
	 	 	Title:	Vice President


 


[Project Maple (CMBS Fixed Rate Loan) - Signature
Page to Mezzanine Loan Agreement]


 






    


     


    

 





	 	UBS AG:
	 	 
	 	 
	 	By:	 /s/ Henry H. Chung
	 	 	Name:	 Henry H. Chung
	 	 	Title:	Managing Director


 


 


	 	By:	 /s/ Nicholas Galeone
	 	 	Name:	 Nicholas Galeone
	 	 	Title:	Executive Director


 


 


[Project Maple (CMBS Fixed Rate Loan) - Signature
Page to Mezzanine Loan Agreement]


 






    


     


    

 





	 	BANK OF AMERICA, N.A.
	 	 
	 	 
	 	By:	 /s/ Steven L. Wasser
	 	 	Name:	 Steven L. Wasser
	 	 	Title:	Managing Director


 


 


[Project Maple (CMBS Fixed Rate Loan) - Signature
Page to Mezzanine Loan Agreement]


 






    


     


    

 





	 	BANK OF MONTREAL
	 	 
	 	 
	 	By:	 /s/ Michael S. Birajiclian
	 	 	Name:	 Michael S. Birajiclian
	 	 	Title:	Authorized Signatory


 


 


[Project Maple (CMBS Fixed Rate Loan) - Signature
Page to Mezzanine Loan Agreement]


 






    


     


    

 





	 	MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC
	 	 
	 	 
	 	By:	 /s/ Brandon Atkins
	 	 	Name:	 Brandon Atkins
	 	 	Title:	Vice President


 


 


[Project Maple (CMBS Fixed
Rate Loan) - Signature Page to Mezzanine Loan Agreement]