Exhibit 10.29


 





Loan Agreement between


ARC RMNUSGER01 LLC


and


Deutsche Pfandbriefbank
AG







 


Execution
Copy


 


LOAN
AGREEMENT


 


(- hereinafter
referred to as the Agreement -)


 


between


 


ARC RMNUSGER01
LLC


 


c/o Corporation
Service Company,


2711, Centerville
Road, Suite 400,


Wilmington,
New Castle County, Delaware 19808


USA


 


(- hereinafter
referred to as the Borrower -)


 


and


 


DEUTSCHE
PFANDBRIEFBANK AG


 


Local Court
of Munich HRB 41054


 


Freisinger Straße
5


85716 Unterschleißheim


Germany


 


(- hereinafter
referred to as the Bank -)


 




    	 



    	 



    

 


Loan Agreement between


ARC RMNUSGER01 LLC


and


Deutsche Pfandbriefbank
AG


 


Contents


 


	1.	Preamble	3
	2.	Definitions	5
	3.	Facility	7
	4.	Purpose	7
	5.	Term	7
	6.	Availability	7
	7.	Equity Contribution	7
	8.	Utilization	7
	9.	Interest	8
	10.	Default Interest	10
	11.	Repayment / Prepayment	10
	12.	Fees and Costs	12
	13.	Tax Gross up and FATCA-Compliance	13
	14.	Collateral	15
	15.	Conditions Precedent	15
	16.	Representations	16
	17.	Information	19
	18.	Financial Covenants	22
	19.	Undertakings	24
	20.	Cash Trap / Cash Sweep	29
	21.	Termination	29
	22.	Indemnification, Prepayment Costs and Prepayment Fee	31
	23.	Payments	32
	24.	Assignments and Transfers by the Bank / Exemption from Banking
    Secrecy	33
	25.	Assignments and Transfers by the Borrower	34
	26.	Statute of Limitation	35
	27.	Place of Jurisdiction, Place of Performance, Applicable Law and
    Language of Contract	35
	28.	Written Form	35
	29.	Communication and Service of Process	35
	30.	Severability Clause	36
	31.	Value-Added Tax (VAT)	36
	32.	Information Required pursuant to Sect. 4 Money Laundering Act	37
	33.	Additional Conditions	38
	34.	Signatures	39
	35.	Annex 1 "Collateral Asset"	40
	36.	Annex 2 "Drawdown Request"	41
	37.	Annex 3 "Collateral"	42
	38.	Annex 4 "Conditions Precedent"	45
	39.	Annex 5 "Sources and Uses"	48
	40.	Annex 6 "Structure Chart"	49
	41.	Annex 7 "General Terms and Conditions"	50


 




    	 



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		1.	Preamble



 


		1.1.	Borrower



 


The
Borrower is a company in the legal form of a Limited Liability Company under Delaware law.


 


		1.2.	Collateral
                                         Asset



 


		(a)	The
                                         Collateral Asset is an office and production
                                         asset located in Leuschstraße 1-4, 41460 Neuss. It includes
                                         all properties as defined in ANNEX 1 "COLLATERAL ASSET".



 


		(b)	The Borrower
                                         has acquired the Collateral Asset by purchase agreement which was entered
                                         into before the notary public Dr. Alexander Gebele, Hamburg, on 19 November 2013 by notarial
                                         deed no. 1731/2013 AG, the Purchase Agreement.



 


		(c)	Property
                                         Manager of the Collateral Asset is Rheinmetall
                                         Immobilien GmbH, the tenant of the Collateral Asset, with the oversight of Moor Park
                                         Property Management GmbH.



 


		(d)	Asset
                                         Manager will be Moor Park Capital Partners LLP.



 


		1.3.	Total
                                         Costs



 


The
Borrower has calculated and the Bank has approved a budget of approximately € 22,900,000 (twenty nine
million Euros) for the acquisition of the Collateral Asset including related
costs, fees and expenses (including transfer tax and registration duties), hereinafter referred to as the Total Costs.


 


		1.4.	Financing
                                         Structure



 


The
financing structure is set out in ANNEX 5 "SOURCES AND USES". A minimum amount of approximately € 12,300,000
(twelve million three hundred thousandEuros) will be financed by equity. Shareholder, intra-group or third party debt must
be subordinated in accordance with this Agreement to count towards this minimum amount.


 


		1.5.	Corporate
                                         Structure



 


The
corporate structure of the Borrower is set out in the structure chart in ANNEX 6 "STRUCTURE CHART".


 


ARC
Global HoldCo LLC (Delaware) (the Shareholder) holds 100 % of the shares in the Borrower.American Reality
Capital Global Operating Partnership LP (Delaware holds 100 % of the shares in ARC Global HoldCo LLC. American Reality Capital
Global Trust Inc (Maryland) (the REIT)holds 99.9 % of the shares in American Reality Capital Global Operating
Partnership LP as a General Partner. The Special Limited Partner, American Reality Capital Global Special Limited Partnership
LLC (Delaware) holds the remaining 0.1 % in American Reality Capital Global Operating Partnership LP.


 


A
shareholder loan will be given by ARC Global HoldCo LLC to the Borrower


 


The
Borrower and the Shareholder are hereinafter referred to as Group Companies and, together with
the Borrower, as Group.


 




    	 



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		1.6.	Finance
                                         Documents



 


This
Agreement, the Security Agreements and the Hedging Agreement shall hereinafter be referred to as the Finance
Documents.


 




    	 



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		2.	Definitions



 


In this Agreement
the following terms are defined on the pages indicated:


 


	Advance	7
	 	 
	Agreement	1
	 	 
	Asset
    Manager	3
	 	 
	Availability
    Period	7
	 	 
	Bank	1
	 	 
	Borrower	1
	 	 
	Business
    Day	8
	 	 
	Business
    Plan	45
	 	 
	Calculation
    Date	22
	 	 
	Calculation
    Period	22
	 	 
	Cash Sweep	29
	 	 
	Collateral
    Assets	3
	 	 
	Compensation
    Amount	11
	 	 
	Conditions
    Precedent	15
	 	 
	Contributed
    Equity	7
	 	 
	Default
    Interest	10
	 	 
	Drawdown
    Date	8
	 	 
	Drawdown
    Request	7
	 	 
	Duty of
    Care Agreement	44
	 	 
	EONIA
    Rate	32
	 	 
	Escrow
    Account	25
	 	 
	Event
    of Default	29
	 	 
	Facility	7
	 	 
	Final
    Repayment Date	7
	 	 
	Finance
    Documents	4
	 	 
	Financial
    Covenants	22
	 	 
	General
    Account	25
	 	 
	Group	3
	 	 
	Group
    Companies	3
	 	 
	Hedging
    Agreement	9
	 	 
	Initial
    Valuation	23
	 	 
	Interest
    Basis	8
	 	 
	Interest
    Payment Date	9
	 	 
	Interest
    Period	8
	 	 
	Interest
    Rate	8
	 	 
	ISC Ratio	22
	 	 
	Land Charge	42
	 	 
	Letting
    Situation	22
	 	 
	LTV Ratio	23
	 	 
	Margin	8
	 	 
	Material
    Adverse Effect	17
	 	 
	Operating
    Expenses	25
	 	 
	Outstanding
    Amount	8
	 	 
	Payment
    Default	10
	 	 
	Potential
    Event of Default	31
	 	 
	Process
    Agent	36
	 	 
	Projected
    Interest Service	23
	 	 
	Projected
    Net Operating Income	22
	 	 
	Property
    Manager	3
	 	 
	Property
    Report	20
	 	 
	Purchase
    Agreement	3
	 	 
	REIT	3
	 	 
	Rental
    Account	25
	 	 
	Rental
    Income Waterfall	25
	 	 
	Reports	11
	 	 
	Representations	16
	 	 
	Security
    Agreements	15
	 	 
	Shareholder	3


 




    	 



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	Third-Party
    Collateral Provider	15
	 	 
	Three
    Months EURIBOR	8
	 	 
	Total
    Costs	3
	 	 
	Total
    Net Rental Income	22
	 	 
	Undertakings	24


 




    	 



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		3.	Facility



 


Subject to the terms and conditions
of this Agreement, the Bank grants to the Borrower a loan facility in the total amount of the lower of


 


		(a)	€ 10,600,000 (ten million sixhundred thousand Euros);



 


		(b)	The amount which results in a LTV of maximum 50 % (fifty per cent) on the basis of the Initial Valuation



 


(hereinafter referred
to as the Facility).


 


		4.	Purpose



 


		(a)	The Facility is provided exclusively for the Borrower and for the sole purpose of
of partially financing the acquisition of the Collateral Asset.



 


		(b)	The Borrower has to provide appropriate proof of its use of funds at any time when so requested
by the Bank without undue delay. The Bank is not obliged to monitor and verify the utilization of the Facility.



 


		5.	Term



 


The term of the Facility
shall expire on the earlier of (i) 5 years after the Drawdown Date and (ii) 31 January 2019, on which date all amounts outstanding
under the Facility have to be repaid. The date of expiry is referred to as the Final Repayment Date.


 


		6.	Availability



 


		(a)	The Facility may be drawn down until the date following two months after the signing of
this Agreement (the Availability Period) provided that the Conditions
Precedent have been satisfied in full.



 


		(b)	Any amounts not drawn by the end of the Availability Period shall be automatically cancelled.



 





 


		7.	Equity Contribution



 


Prior to the first Drawdown
Request the Borrower shall provide evidence to the satisfaction of the Bank regarding the receipt of contributions
in an amount equal to the difference between the Total Costs and the Facility (the Contributed Equity).
At the discretion of the Borrower, these funds may take the form of cash equivalent contributions or subordinated
shareholder or affiliate loans.


 


		8.	Utilization





 





		(a)	Subject to the terms of this Agreement and upon the prior satisfaction of the Conditions
Precedent set forth in ANNEX 5 "CONDITIONS PRECEDENT” the Facility may be drawn in one Advance.



 


		(b)	The Advance shall require an
                                         irrevocable drawdown request signed by the Borrower in accordance with ANNEX
                                         2 "DRAWDOWN REQUEST" (the Drawdown Request).



 


		(c)	The Drawdown Request may
only be delivered to the Bank by the Borrower once the Bank





 







    	 



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has
confirmed the satisfaction of the Conditions Precedent.


 





		(d)	The disbursement will occur on the date
                                         specified by the Borrower in accordance with the limitations specified above (the
                                         Drawdown Date), provided that the Drawdown Request has been
                                         received by the Bank at the latest at 10:30 a.m. 3 (three) Business Days
                                         prior to the requested Drawdown Date and the Drawdown Date is
                                         a Business Day. A Business Day
                                         shall be regarded any day on which banks in Munich are open for ordinary business
                                         and payments denominated in Euros can be settled in TARGET2 ("Trans-European Automated
                                         Real-Time Gross Settlement Transfer 2").



 


		(e)	With prior written notice, the Bank may set-off identified due claims against the Borrower's
drawdown claims on the Drawdown Date. These due claims particularly include without limitation the Arrangement Fee according
to Section 12.1 and other fees and costs payable by the Borrower.



 


		(f)	The drawings made by the Borrower
                                         under the Facility and not yet repaid or prepaid shall be referred to as the
                                         Outstanding Amount.



 


		9.	Interest



 


		9.1.	Interest Periods



 


		(a)	The time period for which a fixed interest
                                         rate is agreed upon with regard to the Facility is hereinafter referred to as
                                         an Interest Period.



 


		(b)	The Interest Periods of the Facility (with the exception of the first and the last
Interest Period) shall be 3 (three) months.



 


		(c)	The first Interest Period shall begin on the Drawdown Date (inclusive) and shall
end at the end of the day before the following Interest Payment Date. If an amount is drawn by way of transfer to a third
party (e.g. to a credit institution to be redeemed or to a notary), the respective amount shall be regarded to be drawn down as
of the day the debit is booked. Each subsequent Interest Period shall begin on the following Interest Payment Date
(inclusive) and end on the next following Interest Payment Date (exclusive), i.e. each subsequent Interest Period
follows automatically the last expired Interest Period. The last Interest Period shall end on the Final Repayment
Date (inclusive).



 


		9.2.	Interest Rate



 


		(a)	A fixed, nominal interest rate is hereby
                                         agreed upon for each Interest Period. The Interest Rate
                                         for each Interest Period is the sum of the Three Months Euribor
                                         for the applicable Interest Period (“Interest Basis”) and the Margin
                                         and is expressed as an annual interest rate.



 


		(b)	Margin means 165 bps p.a.
                                         (one hundred sixty five basis points per annum). The Margin includes all funding
                                         costs (other than Three Months EURIBOR) of the Bank.



 


		(c)	Three Months EURIBOR means
                                         the EURIBOR percentage rate per annum, applicable for a 3 (three) months period as determined
                                         by the Banking Federation of the European Union which appears on Reuter’s page
                                         “EURIBOR 01” or if such page is replaced or service ceases to be available,
                                         such other page or service as may replace such page or which is agreed upon by the Bank
                                         and the Borrower. If there is no publication, or an obviously deficient publication,
                                         in the REUTERS system, then the Bank shall use another comparable source of information
                                         for calculating the Interest Rate (in particular the Bloomberg page





 







    	 



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"GPGX 509 8 1
EBF"). If no such page or service is available, then the Bank shall determine the Interest
Rate according to Section 315 BGB ("BGB" means “Bürgerliches Gesetzbuch”
- the German Civil Code), at its own equitable discretion, with corresponding application of the criteria established above.


 





		(d)	For the first and last Interest Period the Interest Basis shall be - as the case
may be -determined via interpolation.



 


		(e)	In case of a deficient publication, the Bank is entitled and/or obliged to make a subsequent
Interest Rate-adjustment.



 


		(f)	The Interest
                                         Rate shall be determined as the relevant rate published on the relevant page
                                         or service on the second preceding Business Day before the Drawdown Date
                                         or before each Interest Payment Date for all following Interest Periods.



 


		(g)	The Bank shall inform the Borrower of the Interest Rate determined in this
way via telefax or email.



 


		9.3.	Interest Payment Date



 


		(a)	Interest shall be payable quarterly
                                         in arrears on 10 January, 10 April, 10 July and 10 October of each calendar year (each
                                         of such dates referred to as an Interest Payment Date) until and including
                                         the Final Repayment Date. The first Interest Payment Date shall be 10 April 2014.



 


		(b)	If an Interest Payment Date falls on a day which is not a Business Day, such Interest
Payment Date will be on the next following Business Day in that calendar month (if there is one) or on the first preceding
Business Day (if there is not) and any interest shall accrue and be payable up to that date.



 


		9.4.	Calculation of Interest



 


		(a)	Interest shall accrue on the Outstanding Amount at the Interest Rate during
each Interest Period.



 


		(b)	Interest shall be calculated according to the “EURIBOR 360 Method”, i.e. interest shall
accrue on the basis of the actual number of days elapsed in any Interest Period and on the basis of a 360- (three hundred
and sixty) day year (actual/360).



 


		9.5.	Limitation of Interest Exposure



 





		(a)	Prior to the first Drawdown Date the Borrower is obliged to enter into a Hedging
Agreement for 100 % (onehundred percent) of the Facility which limits the interest exposure (excluding
the Margin) for the Facility at or below 1.75 % p. a. (one point seventy five percent per annum) until the Final
Repayment Date (inclusive).








 





		(b)	The following are to be considered as a Hedging Agreement satisfactory to the Bank:
Hedging arrangements (such as interest rate swap or cap agreement or other financial derivatives or a combination thereof) on the
basis of the ISDA ("International Swaps and Derivatives Association") master agreement or the German Framework Agreement
(“Deutscher Rahmenvertrag – DRV”).



 


		(c)	The Hedging Agreement to be stipulated shall be maintained until the Final Repayment
Date.



 


		(d)	The Hedging Agreement shall be concluded between the Borrower and a third party hedging
counterpart on an unsecured basis. The rating (short term/long term) of such hedging 



 









    	 



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counterpart
needs to be (at least) the following: “F1/A” by Fitch, “P-1/A2” by Moody’s and/or “A-1/A”
by Standard & Poor’s.





 


		(e)	All rights and claims under such Hedging Agreement have to be pledged to the Bank.



 


		10.	Default Interest 



 


		10.1.	Timeliness of Payments



 


The day of receipt of the respective
monies on the respective bank account (and not the day on which the payment is made or transferred) shall be decisive for punctual
payment.


 


		10.2.	Occurrence of Payment Default



 


The Borrower is in Payment
Default, even without prior notice, if it fails to pay or makes incomplete payment of any amount payable by it under the
Finance Documents on its due date.


 


		10.3.	Default Interest



 


		(a)	If the Borrower is in Payment Default, the Bank may charge Default Interest
on the overdue amount calculated on the legal interest rate on arrears, amounting to 5 (five) percentage points above the basis
interest rate on an annual basis announced by Deutsche Bundesbank for the duration of the arrears.



 


		(b)	If the Borrower completely or partially fails to pay the Default Interest, the Bank
may, after giving prior notice to the Borrower, charge further Default Interest on the overdue Default Interest,
as further damage compensation, calculated on the legal interest rate on arrears (5 (five) percentage points above the base interest
rate on an annual basis announced by Deutsche Bundesbank); further Default Interest on such overdue Default Interest
may only be charged 3 (three) months after the last notice.



 


		(c)	The Bank is entitled to claim indemnification caused by delay in an amount exceeding the
legal interest rate on arrears. The Borrower is entitled to prove lesser damage.



 


		11.	Repayment / Prepayment



 


		11.1.	Repayment



 


		(a)	During the term of the Facility no regular amortization is foreseen.



 


		(b)	On the Final Repayment Date the Borrower has to repay the Outstanding Amount
together with all accrued and unpaid interest thereon and any other payments owed by the Borrower to the Bank under
or in connection with the Finance Documents to the Bank.



 


		11.2.	Prepayments








 




    	 



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		11.2.1.	Voluntary
                                         Prepayments



 


		(a)	The Borrower
                                         is entitled to prepay voluntarily the Facility in whole or in part at any
                                         Interest Payment Date subject to Section 12.2 (“Prepayment Fee”).
                                         If the Borrower prepays the Facility in whole or in part on a different
                                         day than an Interest Payment Date, the prepayment is furthermore subject to the
                                         payment of prepayment costs according to Section 22.2 (“Prepayment Costs”).



 


		(b)	In case of
                                         partial prepayment of the Facility, the prepaid amount shall be at least € 1,000,000
                                         (one million Euros).



 


		11.2.2.	Partial
                                         Prepayments in Case of Disposal of the Collateral Asset and Warranty Claims



 


The
Borrower is obliged to prepay the Facility under the following conditions, without a termination of the Facility
being necessary:


 


		(a)	Disposal of Collateral Asset



 


		(i)	In
                                         case of the disposal (asset or share deal) of the Collateral Asset, the Outstanding
                                         Amount must be prepaid in one amount, subject to the payment of prepayment costs
                                         according to Section 22.2 (“Prepayment Costs”) and a prepayment fee
                                         according to Section 12.2 (“Prepayment Fee”).



 


		(ii)	The
                                         Borrower shall instruct the buyer of the Collateral Asset (or the shares
                                         in the Borrower) to effect payments of the purchase price for the Collateral
                                         Asset (or the shares in the Borrower) to the Escrow Account only. The
                                         surplus (if any) to the prepayment amount under (i) will be paid out to the Borrower
                                         on the next Interest Payment Date which follows the disposal.



 


		(b)	Asset related Warranty Claims and
                                         Damage Compensation



 


		(i)	If the
                                         Borrower - in relation to the Collateral Asset - is entitled to
                                         warranty claims, damage compensation or other payment claims with respect to the Collateral
                                         Asset, and such claims exceed an amount of € 100,000 (one hundred thousand
                                         Euros) against a third party (such as the seller), the Facility shall be repaid
                                         in the corresponding amount resulting from these claims at the first Interest Payment
                                         Date after payment by the respective debtor, such an amount hereinafter being referred
                                         to as Compensation Amount.



 


		(ii)	If the
                                         Borrower is entitled to any damage compensation or other payment claims under
                                         any Reports issued with respect to the Collateral Asset and such claims
                                         exceed an amount of € 100,000 (one hundred thousand Euros) against a third
                                         party, the Facility shall be prepaid in the corresponding amount resulting from
                                         these claims at the first Interest Payment Date after payment by the respective
                                         debtor. Reports means all legal, tax, technical or valuation reports or
                                         papers which have been issued to the Group.



 


		(iii)	If any
                                         insurance amount is paid according to the insurance requirements for restoring the insured
                                         Collateral Asset (nach den Versicherungsbestimmungen zur Wiederherstellung
                                         des versicherten Gegenstandes bezahlt), such Compensation Amount shall repay
                                         the Facility at the first Interest Payment Date after payment of such amount
                                         by the respective insurance company, unless (i) the Borrower demonstrates his
                                         binding decision to restore the Collateral Asset within a period of 3 (three)
                                         months after the occurrence of the respective damage event and (ii) the appropriate utilization
                                         of the insurance amount is evidenced without undue delay in the course of the restoring.
                                         The period of three months set out before may be extended by the Bank upon application
                                         of the Borrower by another 3 (three) months if e.g. the technical nature of the
                                         building or the necessity for external involvement for the assessment of the situation
                                         requires



 




    	 



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such
extention.


 


		(iv)	The Borrower
                                         shall inform the Bank without undue delay as soon as the Borrower becomes
                                         aware of circumstances that could trigger a partial prepayment under this Section 11.2.2
                                         (b) ("Asset related Warranty Claims and Damage Compensation"). All amounts
                                         payable to the Borrower under paragraphs (i) through (iii) shall be paid to the
                                         Escrow Account.



 


		(v)	The Borrower
                                         shall instruct the third party debtors that any amounts which have to be used for
                                         a partial prepayment under this Section 11.2.2 (b) ("Asset related Warranty Claims
                                         and Damage Compensation") have to be paid into the Escrow Account. The
                                         Bank is entitled to transfer such monies standing to the credit of the Escrow
                                         Account into the respective credit account on each Interest Payment Date.



 


		11.2.3	General
                                         Rules for Voluntary and Partial Prepayments



 


		(a)	The Borrowers
                                         must notify the Bank of each prepayment pursuant to this Section 11.2 (“Prepayments”)
                                         in writing not less than 10 (ten) Business Days in advance and must include (i)
                                         any and all accrued and unpaid interest on the amounts repaid or prepaid, plus (ii) additional
                                         commissions, fees and expenses. The Borrower is not entitled to reborrow all or
                                         part of the Facility which is prepaid.



 


		(b)	Any legal
                                         right of the Borrower to a prepayment of the Facility according to Section 490
                                         par. 2 BGB remains unaffected.



 


		(c)	If, due to
                                         a repayment or prepayment, a Financial Covenant and/or an Undertaking is
                                         not complied with, the Bank may require additional prepayments necessary
                                         to remedy the violation of the Financial Covenants or the Undertaking.



 


		12.	Fees
                                         and Costs



 


		12.1.	Arrangement
                                         Fee



 


For
the arrangement and commitment of the Faciltiy the Borrower shall pay a flat up-front fee to the Bank of
€ 79,500 (seventy nine thousand five hundred Euros). This fee is due and payable upon the date of this Agreement and
may be deducted from the first Advance.


 


		12.2.	Prepayment
                                         Fee



 


		(a)	The Borrower
                                         shall pay a prepayment fee in the amount as set out in the following table:



 


	Period from Drawdown	 	Prepayment Fee (expressed as a percentage of the amount
 to be prepaid)	 
	Year 1	 	 	1.00	%
	Year 2	 	 	0.75	%
	Year 3	 	 	0.5	%
	Thereafter	 	 	0.25	%



 


		(b)	The prepayment
                                         fee shall be due and payable together with the prepaid amount.



 




    	 



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		(c)	The Prepayment
                                         Fee does not apply to prepayments in case of:



 


		(i)	a
                                         prediscussed deleverage from the Ultimate Shareholder, by utilization of a corporate
                                         credit line, following the Planned IPO, taking the LTV of the Facility to appr.
                                         25 % LTV;



 


		(ii)	prepayments
                                         pursuant to Section 11.2.2 (b); or



 


		(iii)	the
                                         Borrower curing a breach of a Financial Covenant.



 


		12.3.	Other Expenses



 


The
Borrower shall pay to the Bank all reasonable external fees, costs and expenses (including without limitation legal fees
and valuation costs), plus VAT if applicable, associated with the financing hereunder including - but not limited to - costs in
connection with the enforcement or the preservation of any rights under the Finance Documents.


 


Prior
to any professionals being instructed, estimates of fees/costs are to be obtained by the Bank and to be advised by the
Borrower and where possible, cap amounts are to be mutually agreed, unless (i) an l Event of Default has occurred
and is continuing or (ii) such advice/mutual agreement is not economically reasonable (zumutbar) for the Bank or
(iii) the relevant document has been requested by the Borrower.


 


		13.	Tax
                                         Gross up and FATCA-Compliance 



 


		13.1.	Withholding
                                         Tax Deductions



 


If
the Borrower is obligated, with respect to amounts that are to be paid to the Bank according to this loan agreement,
to undertake a deduction or withholding of taxes, dues, official charges or similar burdens of any kind imposed by a governmental
authority (collectively, Taxes), then the Borrower shall withhold or deduct such Taxes to the extent required
by applicable law. Except as provided below, the Borrower shall increase the amount to be paid to the Bank in such
a way, that the Bank receives a net amount that corresponds to the amount that it would have received if such a deduction
or withholding had not been required. Within 30 days of withholding or deducting from amounts paid to the Bank (or paying
such withheld or deducted amounts to the applicable tax authorities), the Borrower is obligated to present the Bank
with verification of the completed payment of the withheld or deducted amounts. The Borrower shall not be required
to pay any additional amounts to the bank with respect to the deduction or withholding of the following Taxes:


 


		(a)	Taxes
                                         that are precipitated solely by organizational or company-law measures of the Bank
                                         (e.g. relocation of business, change of legal form), which are implemented after
                                         the closing of this contract,



 


		(b)	in the
                                         case of the advent of a new lender, Taxes for which the Borrower had not
                                         previously been obligated to pay an increased amount to the Bank hereunder, unless
                                         the payment obligation results from a change of the authoritative tax laws or their interpretation
                                         by the financial administration and would have led also to a gross-up vis-à-vis
                                         the Bank,



 


		(c)	such Taxes
                                         that could have been avoided had the Bank taken appropriate and reasonable
                                         measures requested by the Borrower,



 




    	 



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		(d)	Taxes
                                         that would not have been imposed had the Bank complied with its obligations
                                         under clause 13.5, or



 


		(e)	Taxes
                                         that would not have been imposed had the Bank complied with its obligations
                                         under clause 13.6.



 


		13.2.	Indemnity
                                         



 


If
the Bank encounters a tax or payment obligation with regard to a payment it made to the Borrower or with regard
to an incoming payment made by the Borrower (with the exception of


 


		(i)	Taxes
                                         on the proceeds or the income of the Bank,



 


		(ii)	Taxes
                                         for which the Bank according to clause 13.1 (Withholding Tax Deductions)
                                         has already received compensation, or



 


		(iii)	Taxes
                                         for which the Bank would have been compensated under clause 13.1 but for an
                                         exception in clause 13.1(a) through 13.1(e),)



 


the
Borrower must indemnify the Bank for such Taxes within ten (10) business days after the time of the Bank's
request.


 


		13.3.	Tax Credit
                                         



 


If
the Bank subsequently receives a tax credit, tax refund, tax-offset, or a tax deduction that stems from a payment that
was increased in accordance with this clause 13 (Tax Gross up an FATCA Compliance), it must pay to the Borrower (insofar
as this is possible without prejudice to the payment received by it) the amount of this benefit within ten (10) business days
after the receipt thereof to which the Borrower is entitled up to the amount of the tax effect on the Bank. The
entitlement is not to be interest-bearing. The Borrower and the Bank shall cooperate with one another in obtaining
any tax benefit.


 


		13.4.	Readjustment
                                         



 


If
the Bank, pursuant to the abovementioned clause 13.3 (Tax Credit), provides a payment to the Borrower
and a governmental authority subsequently determines that the credit or benefit, to which the payment corresponded, (a) did
not apply to the Bank, or (b) was disallowed, or (c) could not be fully claimed by it, the Bank shall provide the
Borrower with evidence of such determination by such governmental authority. The Borrower must, upon receipt of
such evidence, reimburse the Bank for the amount that is required for the Bank to be in the same position
in which it would have been if the Bank could have claimed the full amount of the respective credit or benefit.


 


		13.5.	Compliance
                                         with the intergovernmental agreement regarding FATCA 



 


The
Bank intends to comply with its obligations under the intergovernmental agreement regarding FATCA. For the
purposes of clause 13.5,the “intergovernmental agreement regarding FATCA” shall mean the agreement concluded
on May 31, 2013 between the Federal Republic of Germany and the United States of America for the facilitation of tax compliance
in international circumstances and with regard to the US-American information and registration requirements known as the Foreign
Account Tax Compliance Act (or any amended or successor agreement), which the German Bundestag (Federal Parliament) approved on
June 27, 2013 and the Bundesrat (Federal Council) on July 5, 2013 along with the approved law for the ratification of the agreement
to implement FATCA in Germany, as amended from time to time. The term “FATCA” shall mean Chapter
4 (which currently includes Sections 1471 through 1474) of the U.S. Internal Revenue Code of 1986, as amended


 




    	 



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(the
Code), and any current or future regulation or official interpretation thereof. The Bank shall comply with
all applicable requirements (including the obligation to notify the appropriate governmental authorities) that are necessary for
the Bank to fully comply with the intergovernmental agreement regarding FATCA. The Borrower will provide
the Bank with all relevant and necessary information required for compliance with the intergovernmental agreement regarding
FATCA and reasonably requested by the Bank that results from the execution of this loan agreement.


 


		13.6.	U.S. Tax
                                         Certification 



 


The
Bank, on or prior to the date of its execution and delivery of this agreement (and any other lender, on or prior to the
date on which such person becomes a lender under this agreement), and prior to any such form or certificate having expired, and
promptly upon any such form or certificate having become inaccurate, and from time to time if requested in writing by the Borrower
(but only so long as the Bank or such other lender remains lawfully able to do so), shall provide the Borrower
with a properly completed and executed Internal Revenue Service Form W-8BEN (or successor form) certifying that (i) the Bank
(or such other lender) is the beneficial owner of interest and other amounts received hereunder, and (ii) such interest and
other amounts qualify for exemption from U.S. withholding tax pursuant to an income tax treaty to which the United States is a
party.


 


		14.	Collateral



 


		(a)	The
                                         Borrower shall provide the Bank with the collateral described in ANNEX
                                         3 "COLLATERAL" in separate Security Agreements in line with
                                         standard Bank forms.



 


		(b)	If the collateral
                                         is not provided by the Borrower, but by a third party – hereinafter referred
                                         to as the Third-Party Collateral Provider – the Borrower is
                                         obliged to ensure (i) that such collateral is without undue delay and effectively provided
                                         by such Third-Party Collateral Provider; and that each Third-Party Collateral
                                         Provider not being a Group Company makes the Representations according
                                         to Section 16 to the Bank.



 


		(c)	The Borrower
                                         and the Bank shall conclude appropriate agreements on the intended purpose
                                         of the collateral for the collateral provided. If the collateral is provided by a Third-Party
                                         Collateral Provider, the Borrower shall ensure that such provider enters into
                                         an appropriate agreement with the Bank on the intended purpose of the collateral.
                                         Unless otherwise agreed, the collateral provided serves to secure any of the Bank’s
                                         current and future claims to which it is entitled arising out of or in connection
                                         with the Finance Documents, including but not limited to the repayment claims
                                         following a successful termination of this Agreement or in case a contractual
                                         stipulation is void.



 


		(d)	The Borrower
                                         shall bear the costs and expenses for providing the collateral.



 


		15.	Conditions
                                         Precedent



 


		(a)	The obligation
                                         of the Bank to disburse the Advance under the Facility is subject
                                         to the conditions precedent listed in ANNEX 4 "CONDITIONS PRECEDENT"
                                         (the Conditions Precedent).



 


		(b)	If reference
                                         is made to documents or evidence, such documents or evidence shall be presented to the
                                         Bank satisfactory in both form and content. Unless agreed otherwise, the documents
                                         listed have to be presented to the Bank as originals.



 




    	 



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		(c)	The valid
                                         execution and existence (Wirksamkeit) of this Agreement is not subject
                                         to (aufschiebend bedingt) the satisfaction of the Conditions Precedent.



 


		16.	Representations



 


The
Borrower and each Group Company makes the following Representations as of the date of this Agreement.


 


		16.1.	Incorporation



 


The
Borrower is a duly incorporated company and validly existing; the corporate structure is accurately described in the preamble
of this Agreement and in ANNEX 6 "STRUCTURE CHART".


 


		16.2.	Validity
                                         of Finance Documents



 


		(a)	The Borrower
                                         has the power and authority to enter into and perform the obligations under the Finance
                                         Documents and any other agreement related to this borrowing to which it is or will
                                         be a party and the transactions contemplated by the Finance Documents and such
                                         other agreements.



 


		(b)	No limit
                                         on powers of the Borrower will be exceeded as a result of the borrowing, granting
                                         of security or giving of guarantees or indemnities contemplated by the Finance Documents.



 


		(c)	The Borrower
                                         has not granted or agreed to grant any collateral in favour of third parties, other
                                         than the collateral provided or to be provided by the Borrower for the Bank,
                                         in accordance with ANNEX 3 "COLLATERAL".



 


		(d)	The Borrower
                                         represents that the collateral provided or to be provided in accordance with ANNEX
                                         3 "COLLATERAL" is or will be validly provided and retain their priority
                                         status with regard to all other collateral provided.



 


		16.3.	No Breach
                                         of Duty



 


The
entry into the Finance Documents is in compliance with the certificate of formation and the LLC agreement of the Borrower
and the Group Companies and such entry does not violate any legalor court-imposed prohibitions or restrictions. Upon
conclusion of the aforementioned agreements, neither the Borrower nor the Group Companies will be in violation of
any binding contracts with third parties, nor has the Borrower or the Shareholder agreed to grant any other party
a security interest in the Collateral Asset or the related shareholder loan.


 


		16.4.	No Event
                                         of Default



 


There
is no Event of Default outstanding and no circumstances are present that may have a Material Adverse Effect. An
effect shall be regarded to be materially adverse if:


 


		(i)	the ability
                                         of the Borrower to conduct its business as contemplated in this Agreement
                                         and to comply with its material obligations under the Finance Documents;or



 


		(ii)	the financial
                                         solvency of the Borrower; or



 




    	 



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		(iii)	the
                                         validity or enforceability of any Finance Document,



 


will
be materially adversely impaired (Material Adverse Effect).


 


		16.5.	Insolvency



 


No
reasons for insolvency, incapacity to pay, threatened incapacity to pay or over-indebtedness are present either with the Borrower
or a Group Company, as per applicable insolvency laws.


 


		16.6.	Information



 


All
documents made available and information provided by the Borrower or a Group Company (also within the course of
a due diligence) are based on actual information carefully examined for its correctness and completeness. The documents handed
over and information provided include all material information relevant to the credit decision. In particular, this applies to
all documents with regard to the current tenant and lease agreements.


 


		16.7.	Financial
                                         Statements



 


The
annual financial statements of the Borrower, the Group Companies and the REIT, as well as the budget and
the Business Plan have been prepared properly, carefully and correctly.


 


		16.8.	Tax Liabilities



 


No
claims or tax investigations by any tax or social security authority are being conducted against the Borrower, which are
likely to have a Material Adverse Effect, or for which no adequate reserves have been allocated by the Borrower.
The Borrower has punctually submitted all tax and other relevant statements.


 


		16.9.	Subsidies



 


The
Borrower has not received any subsidies from any government, state or other public authority or agency in violation of
national or European Union law.


 




    	 



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		16.10.	Arms-Length
                                         Principle



 


The
contractual and market relationships amongst the Group are at arms-length and customary to the market.


 


		16.11.	Legal
                                         Disputes



 


No
litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency concerning
an amount of more than € 100,000 (one hundred thousand Euros) that has not been notified to the Bank under 17.1(viii)
are current, pending or threatened against the Borrower.


 


		16.12.	Pari Passu



 


The
Borrowers’ payment obligations arising from the Finance Documents have at least the same priority as the claims
of all of its other unsecured and unsubordinate debt, with the exception of liabilities that have priority under mandatory law.


 


		16.13.	Environment



 


The
Borrower has complied with all material regulations and administrative acts in its control concerning environmental and
health protection and workplace safety.


 


		16.14.	Insurance
                                         Protection



 


All
operationally essential assets of the Borrower are insured against damage and loss to the degree necessary and customary
to the market (as demanded in Section 19.1 (Insurance)). There is an appropriate insurance policy against operational
business interruptions and third-party damages. The insurance contracts are in effect and to the Borrower’s best
knowledge no cancellation has been threatened. The Bank has to be provided with proof of insurance coverage upon written
request.


 


		16.15.	No Negative
                                         Development



 


Since
the date of the last annual financial statement of the Borrower no circumstances have arisen that may have a Material Adverse
Effect.


 


		16.16.	Collateral
                                         Asset



 


		(a)	(i) The Borrower
                                         is (i) either the registered owner of the Collateral Asset and his title is,
                                         except for already existing non value reducing encumbrances in section II and already
                                         existing land charges in section III of the land register (that have to be redeemed at
                                         the latest with the disbursement of the Facility and have to be deleted within
                                         15 (fifteen) days in the respective land registers), in no way limited, and it is the
                                         sole legal and economic holder of all rights and claims arising out of or in connection
                                         with all lease agreements concluded with respect to the Collateral Asset, or (ii)
                                         there are effectively registered priority notices of conveyances in the respective land
                                         registers in favour of the Borrower and it will become the legal and economic
                                         proprietor of the Collateral Asset in consequence of the registration in the respective
                                         land registers and will also be the holder of all rights and claims arising out of



 




    	 



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or
in connection with all lease agreements concluded with respect to the Collateral Asset and its ownership of the Collateral
Asset will not be limited in any way (except for the already existing non value reducing encumbrances in section II). All
lease agreements concluded with respect to the Collateral Asset comply with the written form requirement (Schriftformerfordernis),
are legal, valid and binding, and the Borrower fulfills all its obligations under or in connection with all lease agreements
(apart from issues, which were explicitly disclosed in writing before the closing of this Agreement by reference to this
Section 16.16 (Collateral Asset) to the Bank).


 


		(b)	There are
                                         no damages to the Collateral Asset which could have an impact on the use or on
                                         the value of the Collateral Asset. The Collateral Asset is (i) in good
                                         condition (apart from issues explicitly disclosed in writing before the closing of this
                                         Agreement by reference to this Section 16.16 (Collateral Asset) to
                                         the Bank) and (ii) has no structural defects, flood or surface subsidence damages.



 


		16.17.	Borrower



 


		(a)	The Borrower has no employees
                                         nor had any employees in the past.



 


		(b)	The Borrower is not a part of
                                         a tax group (Organschaft) in terms of the German Codes on Trade Income Tax (Gewerbesteuergesetz),
                                         Corporate Income Tax (Körperschaftssteuergesetz) or Value Added Tax (Umsatzsteuergesetz).



 


		(c)	The Borrower is not a party to
                                         a profit and loss agreement.



 


		(d)	The Borrower does not have a permanent
                                         establishment in Germany. No material business decisions are taken in Germany.



 


		(e)	The Borrower is a special purpose
                                         vehicle with the sole purpose of holding title of the Collateral Asset. The Borrower
                                         has not entered into any commitments or financial indebtedness and will not enter
                                         into any commitments or financial indebtedness other than (a) commitments which are (i)
                                         directly in connection with this Agreement and with the corresponding Security
                                         Agreements and (ii) the property and the management of the Collateral Asset
                                         and, (b) which, if necessary, were explicitly disclosed in writing before the closing
                                         of this Agreement by reference to this Section 16.17 (Borrowers).



 


		16.18.	Repetition



 


The
Borrower and each Group Company will repeat all Representations on the Drawdown Date, and each Interest
Payment Date.


 


		17.	Information



 


		17.1.	Disclosure
                                         of the Borrower’s Economic Situation



 


According
to German banking supervisory law the Bank is obliged to monitor the current credit risk. Therefore, the Borrower
shall provide all information necessary for assessing the economic circumstances of the Borrower and any Third-Party
Guarantor that provides personal collateral (such as guarantees), as well as to all risk-relevant circumstances which relate
to the Collateral Assets. The Borrower shall also disclose all information of considerable significance to the assessment
of the asset and debt structure, as well as to the assessment of the current and anticipated profitability and liquidity of the
Borrower, and the profitability


 




    	 



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and
creditworthiness with regard to the Collateral Assets.


 


The
Borrower shall - without being requested - provide the Bank with the following documents and information during
the agreed time periods:


 


		(i)	(Property
                                         Report) A Property Report regarding the Collateral Assets
                                         has to be submitted within 6 (six) weeks after the end of each calendar quarter.
                                         A Property Report shall include information on (i) up-to-date tenancy schedules
                                         containing names of tenants, let area, rent/lease amounts and terms, (ii) the current
                                         development of the operating and administrative expenses; (iii) any outstanding rent/lease
                                         payments, including the reasons for any arrears in payment; (iv) claimed or announced
                                         set-off against rent/lease amounts and/or claimed or announced rent/lease reductions,
                                         including the reasons for the (announced) set-offs and/or rent/lease reduction; (v) unused
                                         and/or vacant spaces and rooms; (vi) repair or maintenance work to be performed, (vii)
                                         changes to the Business Plan and (vii) other events or circumstances with regard
                                         to the Collateral Assets that could considerably and detrimentally impact the
                                         value of the Collateral Assets.



 


		(ii)	(Annual
                                         Financial Statements of the Tenant) As long as Rheinmetall AG is a publicly traded
                                         company, annual financial statements of Rheinmetall AGand any ad-hoc notices the Borrower
                                         becomes aware of; if Rheinmetall AGceases to be a publiclay traded company, such
                                         documents shall be provided on a best efforts basis.



 


		(iii)	(Amendments
                                         to Rental, Insurance, Property or Asset Management Contracts) Without undue delay
                                         information on any intended amendment to or termination of rental, insurance, property
                                         management, or asset management (if any) contracts.



 


		(iv)	(Disposal
                                         of Collateral Asset) Without undue delay, information on any intended disposal
                                         of the Collateral Asset and delivery of copies of the relevant agreements.



 


		(v)	(Annual
                                         and semi-annual Financial Statements) No later than 150 (one hundred and fifty) calendar
                                         days after the end of a financial year the (audited, if an audit opinion is legally required
                                         or is voluntarily prepared) annual financial statements of the Borrower, profit
                                         and loss statement and a cash flow statement of the Borrower for the financial
                                         year concerned and as soon as available, the semi-annual financial statements
                                         of the Borrower, profit and loss statement and a cash flow statement of
                                         the Borrower for the half financial year concerned. If so required and if the
                                         preparation of the audited annual financial statement is delayed, the documents have
                                         to be submitted preliminary in their temporary form. If the financial statements are
                                         unaudited they have to be signed by the Borrower.



 


		(vi)	(Business
                                         Plan) No later than one quarter before the end of each financial year a Business
                                         Plan and cash flow statement for the following financial year and a report on the
                                         compliance with the Business Plan within 6 weeks after the end of the calendar year.



 


		(vii)	(Amendments
                                         to the Constitutions / Articles of Association) Without undue delay, information
                                         on any intended material amendment to the by-laws or the articles of association of the
                                         Borrower or a change in the legal form of the Borrower.



 


		(viii)	(Disputes)
                                         Without undue delay information on any disputes (e.g. any litigation, arbitration or
                                         administrative proceedings which are current, threatened or pending) concerning an amount
                                         of at least € 100,000 (one hundred thousand Euros).



 


		(ix)	(Inspection
                                         of the Collateral Assets) The Borrower shall allow any person which is authorized
                                         by the Bank in writing, irrespectively of being a Bank employee, to inspect
                                         any Collateral Asset during customary business hours, with reasonable prior notice.



 


		(x)	(Other
                                         Specific Information) Upon request by the Bank, specific information and documents
                                         on legal and actual circumstances with regard to the Collateral Assets, as well



 




    	 



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as
on the financial situation of the Borrower and that of any tenants and lessees, if they are available and are reasonably
needed by the Bank, so as to be able to verify observance of the conditions of the Finance Documents and recognize
future risks early. If such information and documents are not available immediately, the Borrower shall take reasonable
measures to obtain them.


 


		(xi)	(Other
                                         Occurrences) Information on all other occurrences that may, in the reasonable assessment
                                         of the Borrower, be material to the risk assessment such as the expiration of
                                         insurance coverage.



 


		17.2.	Financial
                                         Information on the Group



 


Until
the complete repayment of the Facility, the Borrower
shall inform the Bank regularly on the development of the economic situation of the Group
and each individual Group Company and, without being requested, provide the Bank
with the following documents and information within the agreed time period:


 


		(i)	(Consolidated
                                         Financial Statement) Complete audited and unrestrictedly certified consolidated annual
                                         financial statement of American Realty Capital Global Trust, Inc. (REIT)



 


		(ii)	(Individual
                                         Financial Statement) Individual annual financial statements of all Group Companies,
                                         no later than 150 (one hundred and fifty) days after the end of each financial year.



 


		(iii)	(Loan
                                         Termination by another Bank) Without undue delay information if another lender terminates
                                         (kündigt) a loan with a Group Company which leads to a negative impact
                                         on the financial health of the Borrower.



 


		(iv)	(Changes
                                         within the Group) Without undue delay information on all other occurrences and changes
                                         within the Group which, in the reasonable assessment of the Borrower, could
                                         be of importance. If the information is not to be provided by the Borrower, but
                                         by a Group Company instead, the Borrower must procure the delivery of that
                                         relevant information.



 


		17.3.	Change
                                         of Accounting Principles



 


In
case of any change of its financial year or its balancing approach and assessment method, including the exercise of the voting
rights, which is reflected in its annual financial statement, the Borrower shall allow the Bank to instruct an independent
auditor to (i) prepare a conversion statement and (ii) explain to the Bank the economic effects of the new methods.


 




    	 



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		18.	Financial
                                         Covenants



 


The
Borrower has to comply with the following Financial Covenants throughout
the term of the Facility:


 


		18.1.	Interest
                                         Service Coverage (ISC)



 


		(a)	The Borrower
                                         has to maintain an ISC Ratio of at least 200 % (two hundred percent)
                                         throughout the term of the Facility that is calculated by the Bank as follows:



 


The
ISC Ratio shall be calculated as the ratio between


 


		(i)	the Projected
                                         Net Operating Income and



 


		(ii)	the Projected
                                         Interest Service



 


during
the current Calculation Period.


 


		(b)	The
                                         Bank will calculate the ISC Ratio for the first time before the first drawdown
                                         and then on a quarterly basis on the relevant Interest Payment Dates (these dates
                                         hereinafter referred to as a Calculation Date). Calculation Period
                                         is the period of 12 (twelve) months after a Calculation Date.



 


		(c)	The Projected
                                         Net Operating Income shall be



 


		(i)	the Borrower's
                                         total net rental income from the Collateral Assets (excluding tenants’
                                         payments for operating expenses) resulting from the relevant tenants’ contractual
                                         payment obligations in the Letting Situation during the relevant Calculation
                                         Period, as determined in accordance with Sub-Paragraph (d) of this Section (Total
                                         Net Rental Income)



 


less
(-)


 


		(ii)	any non-recoverable
                                         operating expenses or other non-recoverable expenditures in respect of the Collateral
                                         Assets, as well as any other expenditures by the Borrower which are not to
                                         be borne by the tenants (e.g. the Borrower's general taxes or other charges or
                                         withholdings of a similar nature), as determined in accordance with Sub-Paragraph (d)
                                         of this Section



 


during
the Calculation Period concerned.


 


		(d)	In particular,
                                         when calculating the Projected Net Operating Income, the Letting Situation
                                         during the relevant Calculation Period shall be determined as follows:



 


		(aa)	If any
                                         rental space in the Collateral Assets is not leased on the relevant Calculation
                                         Date and to the extent that there is no a lease agreement with rental payments starting
                                         within the Calculation Period, it is assumed that no rental payments are to be
                                         expected during the Calculation Period.



 


		(bb)	If during
                                         the Calculation Period



 


		(i)	a lease
                                         agreement expires or



 


		(ii)	the termination
                                         of a lease agreement is legally possible



 


and
there is no subsequent lease agreement available, then it is assumed that there will be no rental payments from the expiry or
termination date until the end of the Calculation Period.


 


		(cc)	The assumed
                                         receivables on the basis of a lease agreement include both the base rental



 




    	 



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payments
as well as, if applicable, any rental amount dependent on turnover. Any turnover-dependent rent to be paid during the Calculation
Period is calculated on the assumption that the turnover for the Calculation Period will be equivalent to the turnover
achieved during the 12-month period ending one month before the relevant Calculation Date. Payments received for the surrender
or an agreement to terminate the lease agreement early are not Projected Net Operating Income.


 


		(dd)	The percentage
                                         of all rent shortfalls during the Calculation Period is assumed to be equivalent
                                         to the percentage of all rent shortfalls on the Calculation Date, provided the
                                         reason for the shortfall continues to exist.



 


		(ee)	For the
                                         calculation of the non-recoverable operating expenses, capital expenditures or any other
                                         expenditures not to be paid by the tenants for the Collateral Assets and a minimum
                                         amount of asset management fees of 14 % (fourteen per cent) of the Total Net
                                         Rental Income pursuant to section 18.1(c)(i) is assumed, such actual amounts shall
                                         be calculated on the basis of the expenses and expenditures actually paid within the
                                         previous Calculation Period. However if the Borrower provides satisfactory
                                         evidence to the Bank, that any such fees are borne by the Borrower due
                                         to planned expeditures then such amounts can be deducted from the Projected Net Operating
                                         Income instead of using historic information.



 





		(e)	The Projected Interest Service shall be the aggregate of all interest payments falling
due during the Calculation Period under the Facility, taking into account an existing limitation of the interest
exposure as a result of a Hedging Agreement.



 


		18.2.	Loan to Value ("LTV")



 


		(a)	The Borrower has to maintain a LTV Ratio of not more than 62.5 % (sixty two
comma five percent) throughout the term of the Facility, that is calculated by the Bank as follows:



 


		-	The LTV Ratio is the ratio between (i) the Outstanding Amount and (ii)
the most recent net market value of the Collateral Asset in aggregate as determined by an independent external appraiser
appointed by the Bank. Until and including the first anniversary of the Drawdown Date the LTV Ratio shall
be calculated on the basis of the Initial Valuation.



 


		(b)	The calculation of the LTV Ratio takes place on each Calculation Date and then after
any new determination of the market value of the Collateral Asset.



 


		(c)	The market value of the Collateral Asset was first determined on 27 November 2013 by an
external appraiser (Colliers) (“Initial Valuation”) and set at € 21,400,000 (twenty-one million
four hundred thousand Euros).



 


		(d)	The Bank may determine the market value of the Collateral Asset, 





 





		(i)	in intervals
                                         of 1 (one) year,



 


		(ii)	at any
                                         time an event occurs that may, in the reasonable opinion of the Bank, have a material
                                         effect on the value of the Collateral Asset; or



 


		(iii)	at any
                                         time if the Bank reasonably expects that the new valuation will show that a breach
                                         of the LTV Ratio has occured



 


by an
independent external appraiser chosen and mandated by the Bank. The
appraisal must be based on the definition of the market value according to Section 194 BauGB ("BauGB" means “Baugesetzbuch”
- the German Building Law) and Wertermittlungsverordnung and include the mortgage lending value (Beleihungswert).


 


		(e)	The Bank
                                         will inform the Borrower about the result of each evaluation. This result
                                         will be



 




    	 



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binding
to the parties unless Section 319 Par. 1 BGB applies.


 


		(f)	The costs
                                         of all valuations shall be borne by the Borrower in respect of para. (d)(i) above
                                         and in respect of para. d(ii) and d(iii) where such valuation proves an Event of Default
                                         has occurred, in all other circumstances the Bank.



 


		18.3.	Cure
                                         Rights



 


If
a Financial Covenant is breached the Borrower may indicate by notifying the Bank without undue delay that
it intends to remedy the breach, in which case the Borrower must within 20 (twenty) Business Days from the notification
remedy the breach by depositing cash as additional security into the Escrow Account in an amount which, if applied towards
prepayment of the Facility, would be sufficient to reduce the Facility such that the relevant Financial Covenant
would no longer be in breach; in each case using the proceeds of:


 


		a)	new
                                         loans by shareholders, affiliated companies or third parties subject to entering into
                                         a subordination agreement (Nachrangvereinbarung); and/or



 


		b)	new equity in the Borrower
which does not get applied in prepayment of the Facility.



 


Subject
to Section 20(e), this cure right may not be exercised on more than two consecutive times and more than three times during
the overall term of the Facility.


 


		19.	Undertakings



 


The
Undertakings contained in this Section 19 have to be fulfilled by the Borrower and remain in force and
effect from the date of this Agreement until the total discharge of all the Borrower's liabilities under the Finance
Documents.


 


		19.1.	Insurance



 


The
Borrower


 


		(i)	has to
                                         maintain the following insurance policy(ies) with (an) insurance company(ies) satisfactory
                                         to the Bank:



 


		-	“All-risk”
                                         insurance (covering, among others, fire, storm, or other natural disasters, terrorism
                                         and vandalism, in each case at a floating replacement value ("Gleitender Neuwert")
                                         for the Collateral Asset including the constructions and improvements thereon
                                         up to the replacement costs. Insurance for terrorism may be waived after consultation
                                         with the Bank, if, due to the location and situation of the Collateral Asset,
                                         a terrorist attack seems unlikely and if such waiver has no negative implications in
                                         case of securitization or syndication.



 


		-	Liability
                                         insurance in an appropriate amount for damages arising in connection with the ownership
                                         and operation of the Collateral Asset;



 


		-	Business
                                         interruption insurance against loss of rental income for a period of at least 3 (three)
                                         years as a consequence of damages to the Collateral Asset;



 


		(ii)	may not
                                         agree to a material change or amendment of the terms and conditions of any insurance
                                         agreement which could result in an increase of the premium or in a restriction of insurance
                                         coverage;



 


		(iii)	has
                                         to duly pay or procure the payment of the insurance premiums;



 


		(iv)	has
to deliver to the Bank copies of all insurance policies and agreements and any



 




    	 



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replacements thereof
and all material correspondence with the insurance companies without undue delay (e.g. correspondence with respect to the
occurrence of any event or circumstance that results in the Borrower having a right to make a claim exceeding
€ 50,000 (fifty thousand Euros) under any of the insurances).


 


		19.2.	Accounts



 


		19.2.1	Permissible Accounts



 


		(a)	The Borrower
                                         may and has to maintain exclusively the following accounts:



 


		(iv)	a
                                         Rental Account (i) for the collection of all rent and lease receivables
                                         from the Collateral Asset, including payments of ancillary costs from the tenants,
                                         as well as any other receivables and (ii) to settle all expenses and other payments in
                                         accordance with Section 0 (“19.2.2Cash Flow Waterfall”).



 


		(v)	an
                                         Escrow Account serving to establish a cash reserve and for the purposes
                                         agreed upon in this Agreement, and



 


		(vi)	a General
                                         Account for the free disposal of the Borrower in accordance with the stipulations
                                         in this Agreement.



 


		(b)	The Rental
                                         Account and the Escrow Account have to be held with a German bank with a requisite
                                         short term rating of at least one of the following: “F1” by Fitch, “P-1”
                                         by Moody’s and/or “A-1+” by Standard & Poor’s, or another
                                         bank accepted by the Bank. . The Rental Account and the Escrow Account
                                         have to be pledged to the Bank creating a first-priority pledge.



 


		(c)	The Borrower
                                         has to submit a confirmation of the account holding bank to the Bank, according
                                         to which this institution, with regard to the pledged account – for the duration
                                         of the pledge to the Bank – (i) waives any set-off and retention rights
                                         ("Aufrechnungs- und Zurückbehaltungsrechte") and (ii) a right of
                                         lien (e.g. according to its general terms of business) of the account holding bank is
                                         excluded and/or subordinated to the Bank’s right of lien. However, a right
                                         of lien of the account holding bank may remain in place to the extent it guarantees expenses
                                         and fees exclusively related to the account holding as well as amounts not finally credited
                                         to the account (e.g. return debit notes).



 


		(d)	The Borrower
                                         may not have any accounts other than as set out in paragraph (a) above.



 


		19.2.2	Cash Flow Waterfall



 


		(a)	The
                                         Borrower undertakes
                                         to ensure that all rental income from the Collateral Asset, including payments
                                         of ancillary costs from the tenants, as well as
                                         any other receivables by the Borrower are exclusively
                                         paid into the Rental Account, unless agreed otherwise in this Agreement.



 


		(b)	The Borrower
                                         may disburse the credit balance in the Rental Account, without affecting the
                                         Bank’s pledge, on each Interest Payment Date in the following order (the
                                         Rental Income Waterfall):



 


		(i)	to
                                         settle (i) the expenses necessary for the operation and maintenance of the Collateral
                                         Asset excluding any capital expenditures (Operating Expenses);
                                         and (ii) taxes due as well as any other public duties due;



 


		(ii)	to the
                                         Bank regarding any fees and remunerations due other than interest and principal,
                                         in as far as such amounts are not withheld from the drawdown amount;



 


		(iii)	to the
                                         Bank regarding interest accrued under the Facility;



 




    	 



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		(iv)	to settle
                                         any amounts due under the Hedging Agreement;



 


		(v)	to settle
                                         capital expenditures due in accordance with the Business Plan (if any);



 


		(vi)	to settle
                                         asset management fees up to an amount of 14 % of the Projected Net Operating
                                         Income;



 


		(vii)	to the
                                         Escrow Account in case of a Cash Trap or Cash Sweep according to
                                         Section 20 (Cash Trap / Cash Sweep);



 


		(viii)	for
                                         the free disposal of the Borrower (e.g. towards payment of asset management fees
                                         over and above fees paid in accordance with (vi)) as long as (i) no Event of
                                         Default has occurred and is continuing and (ii) no Cash Trap or Cash
                                         Sweep has occurred and is continuing.



 


		19.2.3	Dispositions



 


		a)	Rental
                                         Account: The Borrower may dispose of amounts standing to the credit of
                                         the Rental Account without the Bank’s consent in accordance with
                                         the Rental Income Waterfall set forth under Section 19.2.2 (Cash Flow
                                         Waterfall) until revocation of such authority by the Bank. The Bank is
                                         entitled to revoke the authority of the Borrower upon the accurance of an Event
                                         of Default.



 


		b)	Escrow
                                         Account: The Borrower may dispose of the amounts standing to the credit
                                         of the Escrow Account
                                         only with the Bank’s prior approval, unless the disbursement is used for
                                         payments under the Facility in accordance with the Finance Documents.



 


		c)	General
                                         Account: The Borrower may dispose of the amounts standing to the
                                         credit of the General Account.



 


		19.2.4	Online Access / Account
Statements / Direct Debit Authorization



 


		(a)	In case the
                                         accounts listed under Section 19.2.1 (Permissible Accounts) above are not
                                         held with the Bank the Borrower shall obtain – if technically feasible
                                         – an online access to these respective accounts in favour of the Bank. If
                                         this is technically not possible, the Borrower shall provide the Bank with
                                         monthly account statements regarding these accounts.



 


		(b)	The Bank
                                         shall be authorized, without any further consent of, or notification to, the Borrower,
                                         to collect any payments due to be made by the Borrower under this Agreement
                                         from the Rental Account and the Escrow Account.



 


		19.3.	Borrower’s
                                         Company Purpose



 


The
Borrower shall be and has to remain a special purpose company with the sole purpose of holding, managing and operating
the Collateral Asset.


 


		19.4.	Borrower’s
                                         Administrative Seat



 


The
organization of the Borrower is structured so as to not
create a permanent establishment in Germany. This means in particular that no material business decisions are taken in Germany.


 


		19.5.	Measures
                                         Requiring Approval



 


The
economic reputation of the Borrower and of the shareholders and the Group as well as


 




    	 



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the
trust in the qualification of the Borrower’s management are significant factors for the positive risk assessment
of the overall financing project and are thus a significant precondition for granting the Facility. Since a change in any
of the aforementioned factors may result in a significant increase of the risk of the Facility or may establish a (partial)
risk of a shortfall under the Facility, the execution of the following measures requires the Bank’s prior
written consent:


 


		(i)	capital
                                         increases and decreases, as well as increases and decreases in reserves by the Borrower;



 


		(ii)	change
                                         of control over the Borrower; Control means that any individual or group
                                         of individuals Acting together holds, directly or indirectly, more than 50 %
                                         (fifty percent) of the shares in the Borrower (excluding shares in the company
                                         that do not grant any right to a profit or capital distribution beyond a certain amount)
                                         and/or of the voting rights or has the possibility to appoint the majority of the members
                                         of the management, of the managing board or of the representatives of the shareholders
                                         in the supervisory board. Furthermore, a company shall be regarded as controlled directly
                                         or indirectly by an individual, if the company is considered in the consolidated annual
                                         accounts of that individual consistent with the generally accepted accounting principles
                                         of its country of establishment.



 


Acting
together means when individual persons or legal entities coordinate their conduct with regard to the exercise of control
or the exercise of voting rights or in any other manner on the basis of an agreement or on any other basis.


 


The
Bank’s consent is deemed to be given for the following measures:


 


		·	a
                                         merger of the REIT with another listed or unlisted REIT (either on the level of
                                         the REIT or the Shareholder) whereby AR Capital LLC or other group company
                                         (group company for the purposes of this section shall be any of the companies mentioned
                                         in the Structure Chart) stays in control of the Borrower; or



 


		·	Listing
                                         of the currently unlisted REIT on a stock exchange



 


(the
Planned IPO), subject to the prior information of the Bank about the implementation of the Planned IPO
and submission of all documents required for the Banks compliance with § 19 II KWG. 


 


		(iii)	changes
                                         in the management of the Borrower;



 


		(iv)	conversions,
                                         mergers, splits and changes in status of the Borrower;



 


		(v)	acquisition
                                         of a participation in another company by the Borrower;



 


		(vi)	assignment
                                         or sale of the entire or almost the entire business of Group Companies;



 


		(vii)	any
                                         material change in the Business Plan, including capital expenditures and material
                                         construction works related to the Collateral Asset;



 


		(viii)	any
                                         entering into / surrender of / assignment of / amendment to any lease agreement with
                                         respect to the Collateral Asset as well as any consent to sub-lease;



 


		(ix)	contracts
                                         with officers and shareholders, conclusion, amendment or cancellation of contracts with
                                         executives, members of a supervisory board, work councils or shareholders of the Borrower,
                                         if the total value of such contracts exceeds € 100,000.00 (one hundred thousand
                                         Euros);



 


		(x)	loans
                                         to officers, shareholders, executives, members of a supervisory board or work councils
                                         of the Borrower;



 




    	 



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		(xi)	entering
                                         into financial obligations (including loan liabilities as well as the granting of warranties
                                         and guarantees) with third parties outside the normal course of business operations,
                                         whose total amount exceeds € 50,000 (fifty thousand Euros), provided the
                                         Borrower is not obliged to do so under applicable law or administrative or court
                                         orders. The Borrower shall inform the Bank without undue delay on
                                         any corresponding administrative / court order and take legal action at the Bank’s
                                         reasonable request. All costs and expenses arising in the course of or in accordance
                                         with such legal actions shall be borne by the Borrower.



 


Upon
the written request by the Bank, the Borrower shall provide detailed information on any of the aforementioned measures
or shall procure that the Bank is provided with such information.


 


The
Bank shall grant its consent if no increase of the credit risk is to be expected as a result of the prescribed measures
over the remaining term of the Facility and if no negative implications are to be expected in respect of a securitization,
the securitizability or a syndication of the loan or any notes emitted in the course of a securitization (in particular regarding
a downgrading).


 


		19.6.	Management
                                         of the Collateral Asset



 


		(a)	At all times,
                                         the Borrower shall maintain the Collateral Asset in good repair and condition
                                         and implement all reasonable measures required to preserve the value of the Collateral
                                         Asset.



 


		(b)	At
                                         all times, the Borrower
                                         must to ensure that the services of the Property Manager and Asset
                                         Manager or
                                         a new property or asset manager are conducted properly at conditions customary to the
                                         market. 



 


		(c)	The
                                         Borrower has to ensure that the Property Manager
                                         and Asset Manager
                                         have the necessary experience. The Borrower
                                         has to ensure that the Asset Manager
                                         submits a written Duty of Care Agreement to the Bank.



 


		(d)	The Borrower
                                         will provide the Bank without undue delay with an energy pass (Energieausweis)
                                         for the Collateral Asset, if and as soon as, during the term of the Facility,
                                         a legal obligation to issue such an energy pass is imposed.



 


		(e)	Any
                                         conclusion, material amendment, termination or replacement of a property management agreement
                                         concluded with the Property Manager and Asset
                                         Manager or with a new property manager with regard
                                         to the Collateral Asset, as well as any change of use of the Collateral Asset
                                         require the Bank’s prior consent, such consent not to be unreasonably
                                         withheld.



 


		19.7.	Subordinated
                                         Debt



 


Any
facilities granted to the Borrower by third parties (this also includes direct and indirect shareholders of the Borrower)
as well as comparable liabilities of the Borrower and interest payments thereon, any dividend payments and distributions
on equity shall be subordinated pursuant to a subordination agreement (Nachrangvereinbarung), rights for repayment assigned
to the Bank upon the condition that an Event of Default occurs, the Bank intends to enforce its rights under the
pledge of shares and declares an assignment of payment rights. The final maturity of such loans shall fall after the Final
Repayment Date. No security shall be granted for such facilities by the Borrower.


 


		20.	Cash
                                         Trap / Cash Sweep



 


		(a)	 If at
                                         anytime:



 




    	 



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		(i)	the LTV
                                         Ratio exceeds 60 % (sixty per cent);



 


		(ii)	an Event
                                         of Default has occurred and is continuing



 


(each
a Cash Trap Event),


 


all
amounts standing to the credit of the Rental Account – after deduction of any expenses and payment obligations in
accordance with the Rental Income Waterfall under No. (i) to No (v). - shall at each Interest Payment Date be transferred
from the Rental Account to the Escrow Account (the Cash Trap).


 


		(b)	The Cash
                                         Trap shall continue to operate until the Bank confirms to the Borrower
                                         that the Cash Trap Event has been remedied or waived by the Bank. The
                                         Borrower may cure the Cash Trap Event in the same way as a breach of Financial
                                         Covenant.



 


For
clarification: No monies standing to the credit of the Rental Account are subject to free disposal by the Borrower
during a Cash Trap; in particular, no distributions to the Borrower’s shareholders are permissible
during a Cash Trap.


 


		(c)	Any funds
                                         held in the Escrow Account due to a Cash Trap will be released to the Borrower
                                         if, for at least two complete Interest Periods, the LTV Ratio has remained
                                         below the level defined in paragraph (a)(i) and no Event of Default or Potential
                                         Event of Default is continuing. Any release will be limited to such an amount which
                                         will not result in a new Cash Trap Event.



 


		(d)	If a Cash
                                         Trap Event has continued for at least two full interest periods, then the Bank
                                         may at anytime thereafter use any of the funds accumulated due to the Cash Trap
                                         to prepay any outstanding amounts under the Facility (the Cash Sweep).



 


		(e)	Any funds
                                         standing on the Escrow Account due to a Cash Trap will be taken into consideration
                                         for the calculation of the LTV Ratio but not for the calculation of the ISC
                                         Ratio.



 


		(f)	Section 21.2
                                         remains unaffected.



 


		21.	Termination



 


		21.1.	Borrower’s
                                         Right of Termination



 


Reference
is made to Section  11.2.1.
(Voluntary Prepayments). The Borrower's legal rights of termination remain
unaffected.


 


		21.2.	Bank’s
                                         Right of Termination



 


Without
prejudice to mandatory provisions of law, the Bank has the right to terminate the Facility in whole or in part in
case an Event of Default occurs ("aus wichtigem Grund"), i.e. an important reason that makes the continuation
of the Facility unacceptable to the Bank, taking the Borrower’s justified interests into account. Particularly
the following circumstances constitute an Event of Default:


 


		(i)	(Payment
                                         Default) Any failure of the Borrower to make any payment due under this Agreement,
                                         where such failure (i) exceeds more than a quarter of the Borrower’s payment
                                         obligations owed to the Bank in one year and (ii) continues at least 10 (ten) Business
                                         Days after the delivery of a written notice by the Bank of the failure to
                                         make such payment and referencing to the right of termination.



 




    	 



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		(ii)	(Breach
                                         of Financial Covenants) A Financial Covenant is breached and not rectified
                                         within 20 (twenty) Business Days after the delivery of a written notice by the
                                         Bank also referencing to the right of termination.



 


		(iii)	(Impairment
                                         of Economic Circumstances) A material impairment occurs in the Borrower’s
                                         economic circumstances or threatens to occur and thus the repayment of the Facility
                                         or the satisfaction of any other liability towards the Bank is jeopardized
                                         – even when applying any existing collateral.



 


		(iv)	(Change
                                         of Control) Any change in the Control of the Borrower (or any part
                                         thereof) occurs without the Bank’s prior consent, subject to the Planned
                                         IPO as agreed in section 19.5(ii). The parties hereby agree that the continued exercise
                                         of Control over the Borrower for the term of the Facility is an
                                         inherent basis for the Bank’s decision and therefore, in case of a change
                                         in Control – without prior consent – the continuation of the Facility
                                         is unacceptable to the Bank, taking the Borrower’s legitimate
                                         interests into account.



 


		(v)	(Insolvency)
                                         If the Borrower becomes insolvent, i.e. is unable to meet its payment obligations
                                         or is over-indebted, or if an application for insolvency proceedings over the Borrower
                                         is filed, provided such application is not revoked or refused within 20 (twenty)
                                         Business Days after its submission.



 


		(vi)	(Enforcement
                                         Measures) The Borrower becomes subject to enforcement measures (“Zwangsvollstreckung”)
                                         exceeding an amount of EUR 50,000 (fifty thousand Euros).



 


		(vii)	(Exposure
                                         of Collateral) Any collateral stipulated in this Agreement and not waived
                                         by the Bank is not established or its validity is or becomes doubtful and such collateral
                                         has not been validly established within 20 (twenty) Business Days after the delivery
                                         of a written notice by the Bank drawing attention to this fact, or the realisation
                                         of any collateral is hindered or jeopardized and at the time no replacement collateral
                                         of an equivalent value is provided within the aforementioned time period.



 


		(viii)	(Impairment
                                         of Collateral) The value of any collateral granted to the Bank decreases materially
                                         and such decrease jeopardizes the repayment of the Facility or the fulfilment
                                         of any other payment obligation vis-à-vis the Bank, without the Borrower
                                         having offered to the Bank other adequate additional security within 20 (twenty)
                                         Business Days after the delivery of a written notice by the Bank drawing
                                         attention to the right of termination.



 


		(ix)	(Change
                                         of Business) The Borrower extends its business operations contrary to this
                                         Agreement (see Section 19.3 (Borrower’s Company Purpose)) beyond
                                         the ownership, development, refurbishment, management and operation of the Collateral
                                         Asset and activities ancillary thereto or terminates its business operations.



 


		(x)	(Incorrect
                                         Information) Any of the Representations or any of the information pursuant
                                         to Section 17 (Information) or any other significant information that the Borrower
                                         or a Group Company has provided in order to obtain the Facility or
                                         to prove observance of its obligations arising from this Agreement is proven to
                                         be incorrect or incomplete and therefore misleading.



 


		(xi)	(Information
                                         acc. to Section 4 Money Launderung Act) Any of the information according to Section
                                         32 („Information Required pursuant to Sect. 4 Money Laundering Act“)
                                         is proven to be incorrect or incomplete or the Borrower has failed to update such
                                         information without undue delay upon any change;



 


		(xii)	(Breach
                                         of Legal Provisions and/or Administrative Orders) The Bank in maintaining
                                         the Facility breaches legal provisions or official orders that are enacted after
                                         the conclusion



 




    	 



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of
this Agreement.


 


		(xiii)	(Insurance
                                         Policies) The Borrower fails to keep in effect the insurance policies that
                                         have to be maintained in accordance with Section 19.1 (Insurance) or the
                                         insurance coverage is terminated or reduced otherwise or the Borrower fails to
                                         pay the insurance premiums.



 


		(xiv)	(Limitation
                                         of Interest Exposure) The Borrower fails to satisfy its obligation to enter
                                         into a Hedging Agreement according to Section 9.5 (Limitation of Interest
                                         Exposure) or a Hedging Agreement entered into in accordance with the agreement
                                         under Section 9.5 (Limitation of Interest Exposure) expires.



 


		(xv)	(Material
                                         Breach of Contract) The non-fulfilment and continued non-fulfilment of any other
                                         obligation set forth in any Finance Document which – given the importance
                                         and duration of such violation – has to be regarded as being substantial, if such
                                         non-fulfilment is not cured within a period of 20 (twenty) Business Days after
                                         the delivery of a written notice by the Bank referencing to the right of termination.



 


As
long as a cure period applicable to the circumstances listed above has not fully elapsed or a formal written notice of an Event
of Default by the Bank has not been delivered and
therefore an Event of Default has not occurred so far, but the respective circumstance
or event has occurred and is continuing after a notice was given to the Borrower, such situation shall constitute a Potential
Event of Default. 


 


		21.3.	Acceleration
                                         / Damages



 


Following
termination, the Outstanding Amount shall become due and payable, including all receivables arising in connection thereof.
The Bank may demand immediate repayment of the Outstanding Amount together with any additional payments falling
due under this Agreement (including - if applicable- Default Interest and prepayment costs according to Section 22(Indemnification,
Prepayment Costs and Prepayment Fee) or any fee letters).


 


Additionally,
at the discretion of the Bank, any Hedging Agreement concluded with the Bank, if any, may be terminated by
the Bank.


 


Any
acceleration of the Facility shall in no way affect the validity of this Agreement or the validity of the collateral
provided for the Facility. Any delay in exercising the right of termination shall not be regarded as a waiver thereof.


 


		22.	Indemnification,
                                         Prepayment Costs and Prepayment Fee



 


		22.1.	Indemnification



 


The
Borrower is obliged to indemnify the Bank against


 


		(i)	all expenses,
                                         claims, losses, costs and expenditures (including legal expenses) or liabilities, inclusive
                                         of VAT, that arise for the Bank on the basis of a contractual violation by the
                                         Borrower; and



 


		(ii)	all expenses
                                         and losses that the Bank may have to bear as the result of claims or proceedings
                                         against the Borrower in connection with this financing, to the extent such claims,
                                         complaints or proceedings are based on improper conduct on the part of the Borrower,



 




    	 



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unless
such expenses, losses, costs and expenditures or liabilities are caused by the gross negligence or wilful misconduct of the Bank.


 


		22.2.	Prepayment
                                         Costs



 


		a)	If the Borrower



 


		-	completely
                                         or partially fails to draw down the Facility, or



 


		-	prepays
                                         the Facility partially or completely on another date than an Interest Payment
                                         Date having a justified interest ("berechtigtes Interesse") pursuant
                                         to Section 490 Par. 2 BGB, or



 


		b)	if the Bank



 


		-	terminates
                                         this Agreement in accordance with Section 21.2 (Bank’s Right of
                                         Termination),



 


the
Borrower must pay to the Bank prepayment costs in the amount of the difference between (i) the interest payments
(inclusive Margin), which the Bank should have received until the next Interest Payment Date and (ii) the
amount which the Bank would be able to obtain by placing the prepaid amount on deposit at EONIA-Rate (the EONIA Rate
means Euro Over Night Index Average which is fixed by the European Central Bank -"EZB"-) over the relevant
period, pursuant to Reuters page “EONIA”. The amount of the prepayment costs shall be discounted to present value
using the EONIA-Rate over the relevant period.


 


As
prepayment costs will not accrue for a period exceeding a duration of maximum 3 (three) months minus 1 (one) day, the calculation
of the prepayment costs shall not include any spared administration costs or any spared costs for risk.


 


The
Bank has to provide the Borrower with the basis of its calculation of the prepayment costs. The Borrower
may prove that the damage to the Bank is actually lower.


 


		23.	Payments



 


		23.1.	Account
                                         Relationship



 


All
payments by the Borrower to the Bank shall be effected into an account notified by the Bank to the Borrower.


 


		23.2.	Payment
                                         Date



 


		(a)	All amounts
                                         to be paid by the Borrower shall be credited to the aforementioned account by
                                         the respective due date without any deductions.



 


		(b)	If a payment
                                         falls due on a day that is not a Business Day, then the due date is postponed
                                         to the next Business Day in the same calendar month or to the immediately preceding
                                         Business Day in case that the next Business Day falls in the next month.



 


		23.3.	Exclusion
                                         of Set-Off and of Retention Rights



 


All
payments to be made by the Borrower hereunder have to be calculated and be made without (and free and clear of any deduction
for) set-off or assertion of retention rights, 


 




    	 



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unless
such claim of the Borrower is undisputed by the Bank or has been upheld in a final judgement (“unbestritten
oder rechtskräftig festgestellt”). To the extent set-off or retention rights may affect cover pool collateral assets
in the meaning of the German Mortgage Bond Act (Pfandbriefgesetz) (Deckungswerte im Sinne des Pfandbriefgesetzes),
set-off or retention rights of the Borrower shall be excluded.


 


		24.	Assignments
                                         and Transfers by the Bank / Exemption from Banking Secrecy



 


		24.1.	Risk Transfer
                                         and Securitisation



 


		(a)	The Bank
                                         is entitled to transfer partially or fully the economic risk of the loan by way of
                                         syndication, securitization or in any other way to



 


		-	another
                                         bank;



 


		-	another
                                         financial institution;



 


		-	a trustee;



 


		-	a fund;
                                         or



 


		-	to another
                                         company that issues or acquires loans, securities or other financial values or investments
                                         in such a company.



 


		(b)	The transfer
                                         of the loan risk may be made in particular by means of credit derivatives, credit sub-participations
                                         or the transfer of loans plus associated collateral which in this connection may be assigned
                                         or pledged.



 


		24.2.	Assignment
                                         and Pledge for Refinancing



 


The
Bank is entitled to assign, pledge or transfer all or any of its claims, rights, benefits and/or obligations under this
Agreement plus its related collateral under the Security Agreements to any central bank or other company listed
in Section 24.1 (Risk Transfer and Securitisation) for the purpose of diversifying risk or of optimizing its equity
structure or for refinancing purposes.


 


		24.3.	Tranching
                                         of the Facility



 


In
case of a transfer of the loan risk pursuant to Section 24.1 (Risk Transfer and Securitisation) to a third party and
in case of an assignment or pledge for the purpose of refinancing (see Section 24.2 (Assignment and Pledge for Refinancing)),
the Bank may divide the Facility into separate tranches and may amend, modify or prioritise such tranches.


 




    	 



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		24.4.	Expenses



 


If
not agreed otherwise, all costs and expenses incurred in connection with the transfer of the loan risk and the assignment and
pledge of the loan receivables shall be borne by the Bank.


 


		24.5.	Information
                                         Transfer



 


		(a)	In case of
                                         Section 24.1 (Risk Transfer and Securitisation) and Section 24.2
                                         (Assignment and Pledge for Refinancing), the Bank may disclose any information
                                         considered necessary for the execution for these measures to third parties and to the
                                         re-financers and to the respective consultants engaged in the audit or review of the
                                         recoverability or the clearing of the transfer due to technical, organizational or legal
                                         reasons, such as - for example - rating agencies, legal advisors and auditors. The Borrower
                                         waives any confidentiality rights and releases the Bank from the duty of secrecy
                                         to the extent necessary for it to undertake the above-mentioned measures.



 


		(b)	The Bank
                                         shall ensure that any recipients of information will be bound by a confidentiality
                                         agreement, to maintain secrecy on all customer-related data and assessments and to make
                                         use of the transferred information only to the extent necessary to implement the indicated
                                         measures, unless the recipient is already legally obliged to keep such information confidential.
                                         The Bank will oblige the recipient of the confidential information to conclude
                                         a corresponding confidentiality agreement in case of any further transfer of rights arising
                                         from this Agreement or any forwarding of information to other recipients.



 


		24.6.	Borrower's
                                         Support



 


The Borrower
and each Group Company shall:


 


		(a)	use all
                                         reasonable endeavours to provide assistance (including making available senior management
                                         for meetings) to the Bank in connection with any proposed capital markets or similar
                                         transaction of the measures described in Section 24.1 (Risk Transfer and Securitization)
                                         and 24.2 (Assignment and Pledge for Refinancing) and in respect of any of the
                                         Bank's rights under the Facility and will provide all such information
                                         as the Bank reasonably considers necessary in connection with any such transaction;
                                         and



 


		(b)	use their best endeavours to comply
                                         with all requests for information necessary to enable a Bank to comply with the
                                         listing rules of any stock exchange or of any other relevant regulatory body that may
                                         become applicable as a result of any such transaction.



 


		25.	Assignments
                                         and Transfers by the Borrower



 


The
Borrower may not partially or fully assign, transfer or pledge its claims, rights, benefits and obligations arising under
this Agreement without the Bank’s prior written consent.


 




    	 



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		26.	Statute
                                         of Limitation



 


Except
for claims for damages, all claims arising out of or in connection with this Agreement shall become time-barred after a
period of 5 (five) years since the date of the claims becoming due, regardless of whether the circumstances establishing the claims
or of the person being obligated under such claims have been known or should have been known (grob fahrlässige Unkenntnis)
to the claimant. Claims for damages arising out of or in connection with this Agreement shall become time-barred according
to the statutory provisions.


 


		27.	Place
                                         of Jurisdiction, Place of Performance, Applicable Law and Language of Contract



 


		(a)	All disputes
                                         arising out of or in connection with this Agreement or resulting out of any violation
                                         or termination thereof shall be finally settled by the regional court of Munich I (Landgericht
                                         München I). The Bank may also commence proceedings in other courts in
                                         whose area of jurisdiction assets of the Borrower are located. Mandatory places
                                         of jurisdiction remain unaffected by this rule.



 


		(b)	The place
                                         of fulfilment is Unterschleißheim.



 


		(c)	This Agreement
                                         is subject to and must be interpreted according to the laws of the Federal Republic
                                         of Germany.



 


		(d)	The language
                                         of this Agreement is English. The language of the Security Agreements is
                                         German. In the event of a conflict or inconsistency between the English wording and a
                                         German term referred to as a translation in this Agreement, the German version
                                         shall prevail.



 


		28.	Written
                                         Form



 


This
Agreement may not be supplemented, amended, varied or modified in any manner except by an instrument in writing signed
by a duly authorised officer or representative of each of the parties hereto. This also applies for the amendment, change or waiver
to this Section 28 (Written Form).


 


		29.	Communication
                                         and Service of Process



 


		29.1.	Communication



 


All
communication in connection with this Agreement shall be in writing. To comply with this written form requirement, transfer
via fax is sufficient. This also applies to e-mails, provided that the addressee confirms receipt to the sender. The parties’
contact details for each and all communication and documentation in connection with this Agreement are


 


		(a)	For the Borrower:



 


		E-Mail:	graydon.butler@moorparkcapital.com



 




    	 



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		Attention:	Graydon
Butler



Moor Park Capital Partners
LLP


37-38 Margaret Street


London W1G 0JF


 


		(b)	For the Bank:



 


		E-Mail:	michael.kadel@pfandbriefbank.com



 


		Attention:	Michael
                                         Kadel



 


Any
change in the above contact details has to be communicated to the other parties within 5 (five) Business Days prior to
the change becoming effective.


 


		29.2.	Service
                                         of Process



 


The
Borrower hereby irrevocably appoints


 


Mr.
Guido Hoffmann____________________________________


 


Address
c/o Heuking Kühn Lüer Wojtek, Georg-Glock-Straße 4, 40474 Düsseldorf


 


(hereinafter
referred to as the Process Agent) as its agent under this Agreement for service of process ("Zustellungsbevollmächtiger"
according to Section 171 ZPO) in relation to any correspondence or proceedings before a German court arising out of or
in connection with this Agreement, a Security Agreement or any other Finance Document. The Process Agent
accepts the appointment as agent for service of process. The Borrower agrees that failure by the Process Agent
to notify the Borrower of the process will not invalidate the proceedings concerned.


 


The
power of attorney may only be revoked if a new process agent is appointed at the time of revocation.


 


This
Section 29.2 does not affect any other method of service allowed by law.


 


		30.	Severability
                                         Clause



 


Should
any provision of this Agreement in whole or in part be or become invalid, void or unenforceable, for whatever reason, the
remaining provisions shall remain effective. In such an event, the parties shall replace the provision that is wholly or partially
invalid, void or unenforceable with a valid provision which comes as close as possible to the invalid, void or unenforceable provision
with regard to purpose and economic considerations, in particular with respect to the security intended to be granted by such
provision or statement. This applies in the same way if it should subsequently transpire that this Agreement contains gaps.


 


		31.	Value-Added
                                         Tax (VAT)



 


The
VAT identification number of the Bank is


 


DE 811 223 976


 


according
to Section 4 No. 8 a) of the German Sales Tax Act( "Umsatzsteuergesetz"), any sales arising from the granting
and brokerage of loans are free of VAT.


 




    	 



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		32.	Information
                                         Required pursuant to Sect. 4 Money Laundering Act



 


The
Bank is legally obliged to identify and document in writing the below information. The Borrower is legally obliged
to provide the Bank with all necessary information and to update this information (Section 4 par. 6 GwG (Money Laundering
Act)).


 


Information
concerning the Beneficial Owner(s)


 


Beneficial
Owner means the individual person who is the ultimate shareholder or owner of the Borrower or who is controlling
the Borrower and who has directed the Borrower to take out the loan under this Agreement. In case the Borrower
is a legal entity ownership and/or control are assumed if an individual person is holding directly or indirectly more than
25 % (twenty-five percent) of the shares or the voting rights.


 


If
the Borrower is a company which is officially listed at a stock exchange market according to Section 2 par. 5 WpHG (Securities
Trade Act) the identification of the Beneficial Owner is not mandatory. The same applies (i) with respect to companies
which are listed at markets outside the scope of Section 2 par. 5 WpHG, but have equivalent requirements with respect to transparency
of voting rights; and (ii) in cases according to Section 5 par. 2 GwG (Money Laundering Act).


 


		32.1.	Acting
                                         on Instruction



 


The
Borrower hereby declares:


 


		 ̈	I am acting in my own economical
interest and am not instructed by a third party. I am especially not acting as trustee for a third party.



 


		 ̈	I am acting on instruction
of the following individual or legal person. In case the Borrower is acting on instruction of a legal person further details
with respect to ownership and controlling structure have to be stated analogous to Section 32.2.



 


Name
and address of the person / company on whose instruction the borrowing is made:










 


The
applicable option has to be marked. Any change in the information in this section has to be reported to the Bank without
undue delay in writing.


 


		32.2.	Further
                                         Details with respect to Ownership and Control of Legal Entities as Borrower



 


The
Borrower 


 


		 ̈	is listed at (i) a market
within the meaning of Section 2 par. 5 WpHG, or (ii) a market outside the scope of Section 2 par. 5 WpHG, having equivalent requirements
with respect to transparency of voting rights.



 




    	 



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	 	Emporium / Market Segment	 	Stock Exchange / Member Code
	 		 	
	 		 	


 


is
a public authority within the meaning of Section 5 par. 2 no. 4 GwG.


 


is
a credit institution or other entity within the meaning of Section 5 par. 2 no. 1 GwG.


 


has
no identifiable beneficial owner. No individual person is directly or indirectly holding more than 25 % of the shares and/or voting
rights in the Borrower.


 


is
not subject to the aforementioned exceptions. Beneficial owner within the meaning of Section 1 par. 6 GwG is/are the following
individual / legal persons:


 


	Name and surname	 	Amount of holding /

    voting rights

    - direct / indirect - 	 	Further identification details as e.g. address
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


Further
details with regard to the ownership and controlling structure of the Borrower:


 


see
Attachment


 


Any
change in the information in this section has to be reported to the Bank without undue delay in writing.


 


		33.	Additional
                                         Conditions



 


		(a)	In
                                         addition to the contractual stipulations agreed to in this Agreement, the Bank’s
                                         General Terms of Business as attached to this Agreement as ANNEX 7
                                         apply.



 


		(b)	In
                                         case of any conflict between the provisions of this Agreement and the Bank’s
                                         General Terms of Business, the provisions of this Agreement shall prevail.



 




    	 



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		34.	Signatures



 


Unterschleißheim,
17 December 2013


 


	/s/
    Athina Chawale	 	/s/
    Sebastian Vetter	 
	 	 	 	 
	Deutsche Pfandbriefbank AG	 	 	 
	 	 	 	 
	(Athina Chawale)	 	(Sebastian Vetter)	 


 


New York, 17
December 2013


 


	/s/ Jesse C. Galloway	 	 	 
	 	 	 	 
	ARC RMNUSGER01 LLC	 	 	 
	 	 	 	 
	(    )  Jesse C. Galloway	 	(    )	 
	Authorized Signatory	 	 	 


 




    	 



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		35.	Annex
                                         1 "Collateral Asset"



 


Amtsgericht Neuss


Grundbuch von Neuss


Blatt 4003


Gemarkung Neuss


 


		·	lfd.
                                         Nr. 27 im Bestandsverzeichnis Flur 59, Flurstück 121, Leuschstraße 1, groß
                                         380 m2



 


		·	lfd.
                                         Nr. 33 im Bestandsverzeichnis Flur 59, Flurstück 134, Leuschstraße 1, groß
                                         2.369 m2



 


		·	lfd.
                                         Nr. 39 im Bestandsverzeichnis Flur 59, Flurstück 143, Leuschstraße 1, Alfred-Pierburg-Straße
                                         1, groß 11.410 m2



 


		·	lfd.
                                         Nr. 47 im Bestandsverzeichnis Flur 59, Flurstück 195, Alfred-Pierburg-Str. 1, groß
                                         17.387 m2



 


		·	lfd.
                                         Nr. 48 im Bestandsverzeichnis Flur 59, Flurstück 144, Leuschstraße 1, groß
                                         2.100 m2



 


		·	lfd.
                                         Nr. 49 im Bestandsverzeichnis Flur 59, Flurstück 194, Leuschstraße 1, groß
                                         3.011 m2



 


		·	lfd.
                                         Nr. 63 im Bestandsverzeichnis Flur 59, Flurstück 187, Leuschstraße, groß
                                         267 m 2



 


		·	lfd.
                                         Nr. 65 im Bestandsverzeichnis Flur 59, Flurstück 133, Gladbacher Straße 477,
                                         groß 2.961 m2



 


		·	lfd.
                                         Nr. 66 im Bestandsverzeichnis Flur 59, Flurstück 63, Leuschstraße 11, groß
                                         3.113 m2



 


		·	lfd.
                                         Nr. 67 im Bestandsverzeichnis Flur 59, Flurstück 193, Leuschstraße, groß
                                         447 m2



 


		·	lfd.
                                         Nr. 68 im Bestandsverzeichnis Flur 59, Flurstück 192, Leuschstraße, groß
                                         2.511 m2



 


		·	lfd.
                                         Nr. 69 im Bestandsverzeichnis Flur 59, Flurstück 191, Leuschstraße, groß
                                         733 m2



 




    	 



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		36.	Annex
                                         2 "Drawdown Request"



 


[Borrower’s
letter head]


 


Via Fax: 00 49
89 2880 [...]


 


Deutsche Pfandbriefbank
AG


 


[...]


Freisinger
Straße 5


85716
Unterschleißheim 


Germany


 


Dated:                [*insert
date]


 


Reference:  _______________________________


 


Dear Sirs,


 


We
refer to the Loan Agreement dated [...], made between [...] as Borrower, and Deutsche Pfandbriefbank AG as Bank,
which shall include any amendments to it in force from time to time, and wherein terms defined therein shall have the same meaning
herein,


 


We hereby irrevocably
issue this Drawdown Request:


 


	For an amount of:	[*insert amount]
	 	 
	For payment on the Drawdown Date:	[*insert date]
	 	 
	To be paid to:	[*insert beneficiary]
	 	 
	With reference:	[*insert reference (if any)]


 


We
explicitly repeat all representations made in Section 16 of the Loan Agreement and confirm that these representations are valid
and true as of the date of this drawdown request.


 


Yours
faithfully


 


_______________________________________


 




    	 



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		37.	Annex
                                         3 "Collateral"



 


		37.1.	Land Charge



 


A
comprehensive uncertificated land charge ("Gesamt-Buchgrundschuld") in the amount of € 10,600,000.00
(ten million six hundred thousand Euros) plus 18 % (eighteen percent) interest p.a. (the Land Charge) has to
be registered in favour of the Bank on the Collateral Asset, with submission by the relevant owner(s) to the immediate
foreclosure on the Collateral Asset in relation to the payment of a final partial amount of 20 % (twenty percent)
of the Land Charge in accordance with Section 800 of the German Code of Civil Procedure (“Zivilprozessordnung”
– “ZPO”) and, in addition, submission by the Borrower personally to the immediate foreclosure
in relation to its entire assets in the amount of 20 % (twenty percent) of the Land Charge.


 


The
following rights or encumbrances may rank prior to the Land Charge in section II and III of the respective land register:


 


Section
II:no rights reducing the value of the Collateral Asset;


 


Section
III: none.


 


Furthermore,
the Bank is to be provided with a notarized power of attorney ("beurkundete Vollmacht") by the relevant
owners of the Collateral Asset authorizing the Bank at its request (i) to submit the relevant owners of the Collateral
Asset to the immediate foreclosure on the Collateral Asset in the amount of 80 % (eighty percent) of the Land
Charge, without the need for the separate consent of the Borrower and at its expense in justified cases, in accordance
with Section 800 ZPO and (ii) to submit the Borrower personally to the immediate execution in relation to its entire
assets in the amount of 80 % (eighty percent) of the Land Charge.


 


		37.2.	Assignment
                                         of Claims to Restitution with respect to Prior or Pari Passu Ranking Land Charges ("Abtretung
                                         von Rückgewähransprüchen")



 


In
case of present or future land charges ranking prior or pari passu to the Land Charge the following claims have to be assigned
to the Bank, also in case of a future origination or a reassignment of the claims:


 


		-	the
                                         claims on reassignment ("Rückgewähransprüche") of prior
                                         ranking or pari passu land charges and parts of land charges including interests and
                                         ancillary rights as well as claims on issuance of a deletion declaration, of a release
                                         declaration, of a non-disbursement declaration and the claims on disbursement of a surplus
                                         following execution proceedings;



 


		-	in
                                         case of certified land charges the claim on delivery of the relevant land charge certificates
                                         or on submission of the relevant land charge certificates to the respective land registers
                                         for generating partial land charge certificates;



 


		-	the
                                         claims on retransfer of the claims to reassignment in case of the aforementioned claims
                                         being assigned otherwise.



 


The
respective obligors of the assigned claims to restitution ("Rückgewähransprüche") are authorized
to provide information to the Bank with respect to their contents and extent, especially regarding the amount of the receivables
secured by the respective land charges. The Bank may demand the issuance of all declarations necessary for the fulfillment
of the aforementioned assigned claims.


 




    	 



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		37.3.	Assignment
                                         of Rights and Claims under Lease Agreements



 


All
existing and future receivables under the lease agreements and all future lease agreements with regard to any part of the
Collateral Asset shall be assigned to the Bank. A tenant and/or sub-tenant may be notified of the assignment
at any time.


 


		37.4.	Pledge of
                                         Shares



 


All
shares in the Borrower shall be pledged to the Bank according to the laws of Delaware. This pledge has to be notified
to the Borrower and confirmed by the Borrower. The execution of voting rights remains with the shareholders.


 


		37.5.	Assignment
                                         of Rights and Claims under Insurance Policies



 


All
existing and future receivables of the Borrower under existing insurance policies or furure insurance policies with regard
to the Collateral Assets as described in Section 19.1 (Insurance) shall be assigned in favour of the Bank,
with notification to all insurance companies.


 


		37.6.	Pledge of
                                         Accounts



 


The
Rental Account and the Escrow Account to be set up shall be pledged in favour of the Bank. This pledge has
to be notified to the respective account holding bank and has to be confirmed by it.


 


		37.7.	Assignment
                                         of Rights and Claims under the Purchase Agreement



 


All
existing and future payment claims under the Purchase Agreement (incuding warranty and repayment claims) shall be assigned
to the Bank. The assignment may be notified to the seller at any time.


 


		37.8.	Assignment
                                         of Rights and Claims under Sales Contracts



 


All
existing and future purchase price claims from sale contracts concluded or to be concluded in case of the disposal of the Collateral
Assets by the Borrower (in particular purchace price and warranty claims) and from sales contracts concluded or to
be concluded in case of the disposal of any shares in the Borrower (in particular purchase price and warranty claims) shall
be assigned to the Bank. In the sales contracts the Borrower or shareholder shall inform the respective purchaser
of the assignment and shall instruct it to pay the purchase price to the Escrow Account. The assignment may be notified
to the purchaser at any time.


 


		37.9.	Assignment
                                         / Pledge of Rights under Hedging Agreements



 


All
existing and future rights under any Hedging Agreement to be entered into by the Borrower shall be assigned respectively
pledged in favour of the Bank with notification to and confirmation by the hedging counterparty (if applicable).


 




    	 



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		37.10.	Assignment
                                         of Rights and Claims under Property and Asset Management Agreements



 


All
existing and future receivables under the existing Property and Assetmanagement agreements and all future new property
management agreements with regard to the Collateral Asset or any part thereof shall be assigned to the Bank with
notification to the Property Manager and AssetManager.


 


		37.11.	Assignment
                                         / Pledge of Rights under Shareholder Loan Agreements 



 


All
existing and future rights under shareholder loan agreements to be entered into by the Borrower shall be assigned
respectively pledged in favour of the Bank.


 


		37.12.	Duty of
                                         Care Agreement



 


The
Asset Manager shall enter into a Duty of Care Agreement with the Bank.


 




    	 



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		38.	Annex
                                         4 "Conditions Precedent"



 


The
obligation of the Bank to disburse the Facility is subject to the fulfilment of each and all of the respective
Conditions Precedent listed below. If reference is made to documents or evidences, such documents or evidences shall have
been presented to the Bank and have to be in form and substance reasonably satisfactory to the Bank prior to any
Drawdown Date. If not specified otherwise, documents have to be delivered as originals.


 


		38.1.	Collateral



 


		CP
                           1	Certified
                                         copies of the land register excerpts (Grundbuchauszüge), dated not earlier
                                         than fifteen (15) Business Days before the Drawdown Date providing evidence
                                         of first-ranking registration of the Land Charge including submission to immediate
                                         foreclosure. Land register excerpt needs to show that seller stipulated in the purchase
                                         agreement for the Collateral Asset is the owner of the Collateral Asset.



 


		CP 2	Certified
original (Urschrift) of registration approval (Eintragungsbewilligung) of the land charge deed and (if applicable)
the certificate of the land charge (Grundschuldbrief).



 


		CP 3	Certified
and executed copies of notarial deeds for the Collateral Asset, with submission by the relevant owners to the immediate
foreclosure on the Collateral Assets (vollstreckbare Ausfertigung) in relation to the payment of a final partial
amount of 20 % (twenty percent) of the Land Charge in accordance with Section 800 of the German Code of Civil
Procedure (“Zivilprozessordnung” – “ZPO”) and, in addition, submission by each Borrower
personally to the immediate foreclosure in relation to its entire assets in the amount of 20 % (twenty percent) of the
Land Charge.



 


		CP 4	All
powers of attorney have been given in accordance with ANNEX 3 “COLLATERAL“, Section 37.1. (Land Charge).



 


		CP 5	Security
purpose agreement signed by the Borrower with regard to the Land Charge with the submission to immediate foreclosure
and with regard to the acknowledement of abstract debt including the submission to immediate foreclosure.



 


		CP 6	Executed
originals (or copies with notarial certification, where applicable), of the Security Agreements providing evidence of all
collateral pursuant to ANNEX 3 “COLLATERAL”, being validly granted to the Bank together with any necessary
notices, acknowledgements and registrations.



 


		CP 7	Submission
of subordination agreement(s) pursuant to Section 19.7 („Subordinated Debt“).



 


		38.2.	Borrower
                                         and Shareholder 



 


		CP 8	Certificate
of Good Standing.for the Borrower and the Shareholder, not older than 20 Business Days on the Drawdown
Date.



 


		CP 9	Copies
of the articles of association and Certificate of formation of the Borrower and the Shareholder, including their
list of shareholders.



 


		CP 10	Copies
of the shareholder resolutions of the Borrower and the Shareholder if necessary for the contemplated transaction. Copies of the
resolutions of any other company mentioned in the structure chart in Fehler! Verweisquelle konnte nicht gefunden werden.
necessary for the contemplated transaction.



 


		CP 11	Signed
opening balance of the Borrower.



 


		CP 12	Signed
Business Plan of the Borrower for the next 5 (five) years, with respect to modernization, maintenance and
administration costs, tax and capital expenditures (including time



 




    	 



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table)
with respect to the Collateral Asset and time table and volume of envisaged disposals of the Collateral Asset (if
any).


 


		CP 13	Officer’s
Certificate or comfirmation by a US notary public regarding who is authorized to represent the Borrower and the Shareholder



 


		CP 14	Up
to date structure chart, showing details of the Borrower’s
group structure and all its direct and indirect shareholders up to and including the ultimate owners (with % ownership rights
indicated) duly certified as accurate by an officer of the Borrower, supported by certified copies of the share register
and shareholder lists (or equivalents).



 


		CP 15	Compliance with all regulatory
requirements for client adoption and anti-money laundering purposes (including certified copies of personal identification documents
and signature specimens of the signatories to the loan and security documentation).



 


		38.3.	Collateral
                                         Asset



 


		CP 16	Determination of the market
value of the Collateral Asset in the minimum amount of € 21,400,000 (twenty-one million four hundred thousand
Euros) at least 2 (two) weeks before the Drawdown Date.



 


		CP 17	Certified copy of the purchase
agreement for the Collateral Asset incl. annexes.



 


		CP 18	Evidence that the purchase
price for the Collateral Asset is due.



 


		CP 19	External due diligence report
on environmental and technical issues for the Collateral Asset satisfactory to the Bank including a reliance letter
in favour of the Bank.



 


		CP 20	Copies of the property and
facility management contract for the Collateral Asset and the Duty of Care Agreement of the asset manager, each
acceptable to the Bank.



 


		CP 21	Fire protection report (Brandschaubericht),



 


		CP 22	Copies of all lease agreement(s)
for the Collateral Asset. All lease agreements have to comply in particular with the written form requirements according
to Section 550 BGB.



 


		CP 23	Signed copies of the tenancy
schedules regarding the Collateral Asset disclosing the current annual net rent.



 


		CP 24	Copies of all existing insurance
policies evidencing that the Collateral Asset are adequately insured in accordance with Section 19.1 (“Insurance”).



 


		CP 25	Copies of the official plans
and cadastral maps showing the parcel numbers ("Flurnummer") and the structure regarding the Collateral Asset.



 


		CP 26	Evidence that no public encumbrances
with respect to the Collateral Asset and no restriction on lettings exist in relation to the Collateral Asset. Unless
the respective due diligence reports provide sufficient evidence, the Borrower has to submit the respective register of
public obligations (“Baulastenverzeichnis”).



 


		CP 27	Copies of the relevant storey
or floor plans, cross-sectional views and elevations (Kubaturberechnung) regarding the Collateral Asset.



 


		CP 28	Copy of the legal due diligence
report on the Collateral Asset by a renowned law firm instructed by the Borrower satisfactory to the Bank
covering (amongst other things) an assessment of the extisting lease agreements The law firm must accept a reasonable liability
in favour of the Bank by issuing a reliance letter.



 


		CP 29	Copy of the tax due diligence
report on the Collateral Asset and the transaction structure by a renowned tax firm instructed by the Borrower satisfactory
to the Bank covering (amongst other things and apart from other noteworthy findings) (i) the transaction structure, (ii)
the



 




    	 



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interest
barrier rules (Zinsschranke), (iii) their implications on the Borrower's cash flow, and (iv) the estimated amount of income
taxes. The tax firm must accept a reasonable liability in favour of the Bank by issuing a reliance letter.


 


		38.4.	General
                                         Drawdown Conditions



 


		CP 30	Duly executed original of
the Agreement.



 


		CP 31	The Financial Covenants
and all Undertakings are met and fulfilled.



 


		CP 32	No Potential Event of Default
or Event of Default has occurred and is continuing.



 


		CP 33	Evidence of limitation of
interest exposure according to Section 9.5.



 


		CP 34	Evidence that the equity contribution
pursuant to Section 7 („Equity Contribution“) has been paid including evidence of source of funds. If the backstop
mechanism under the APA is utilised the equity contribution will have to be illustrated in two ways: (i) from the 5% deposit/prepayment
of the existing indebtedness on the Collateral Asset and (ii) the remaining balance minus the PBB loan amount and (i).
Provision of swift confirmations evidencing sufficient amounts of monies transferred to the seller’s account such that together
with the drawn Facility the full purchase price under the APA will have been paid.



 


		CP 35	Evidence that no condition
precedent under the Purchase Agreement has been waived (unless waived with Bank’s prior approval).



 


		CP 36	Payment of Bank’s
costs and fees.



 


		38.5.	Legal Opinion



 


		CP 37	Legal opinion provided by
Bank’s Delaware counsel on the validity and enforceability of the Finance Documents governed by Delaware law.



 


		CP 38	Capacity opinion provided
by Borrowers' US-counsel (i.e. due formation, non-dissolution of the Borrower, power and authority to enter into the transaction
documents, no consents, filings or authorizations necessary and no conflicts with constituent documents)



 




    	 



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		39.	Annex
                                         5 "Sources and Uses"



 


Includes DD Costs and MP share of
ARC Fees (with VAT)


 


	Sources	 	 	 	 	Uses	 	 	 
	 	 	 	 	 	 	 	 	 
	Loan	 	 	10,600,000	 	 	Purchase Price	 	 	21,500,000	 
	Equity	 	 	12,442,756	 	 	Real Estate Transfer Tax	 	 	1,075,000	 
	 	 	 	 	 	 	Due Diligence	 	 	278,843	 
	 	 	 	 	 	 	Structuring Costs	 	 	188,913	 
	Total Sources	 	 	23,042,756	 	 	Total Uses	 	 	23,042,756	 



 




    	 



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		40.	Annex
6 "Structure Chart"



 


Other shareholders of AR Capital,
LLC (all less than 25%):


1.William
M. Kahane


2.Edward
M. Weil, Jr.


3.Brian
S. Block


4.Peter
M. Budko


 





 




    	 



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		41.	Annex
                                         7 "General Terms and Conditions"