Exhibit 10.20


 


Execution Copy


 


Internal Loan Number 7170491001


 


Loan Agreement


 


dated as of


 


18 May 2015


 


between


 


Deutsche Postbank AG


 


— hereinafter referred to as “Bank”
—


 


and


 


2 Boulevard
Konrad Adenauer S.à r.l.


 


private limited liability company (société à responsabilité limitée) established under the laws of the


Grand Duchy of Luxembourg with a share capital
of EUR 12,500, with its registered seat in 412F,


Route d’Esch, L-2086 Luxembourg,


registered with the Luxembourg register of commerce
and companies (R.C.S. Luxembourg) under


number B-96624


 


— hereinafter referred to as “Borrower”
—


 




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Preamble


 


		1.	Corporate structure



 


The Borrower is a Luxembourg private
limited liability company (société à responsabilité limitée) which owns the Property defined below.


 


Prior to completion of the SPA (as
defined below) all shares in the Borrower are owned by IVG Institutional Funds GmbH, a German limited liability company with seat
in Frankfurt/Main, Germany, registered with the commercial register of the local court of Frankfurt/Main under HRB 91062 (“IVG”),
acting as management company in the name and for the account of the fund “EURIM” (“EURIM”).


 


American Realty Capital Global II
Operating Partnership LP, (“ARC GT II”), intends to indirectly acquire all shares in the Borrower from IVG (acting
in the name and for the account of EURIM) on or around the date hereof. ARC GT II is owned by American Realty Capital Global II
Trust, Inc., a (currently) non-listed real estate investment trust (the “ARC Global II REIT”). The ARC Global
II REIT, ARC GT II and ARC Global II Holdco LLC shall hereinafter be jointly referred as the “ARC Global II REIT Vehicles”.


 


That acquisition will be made by
a Luxembourg law share purchase agreement dated 19 January 2015 (the “SPA”) between, amongst others, IVG as
seller (acting in the name and for the account of EURIM) and ARC Global II DB Lux S.à r.l. as purchaser, a Luxembourg limited liability
company (société à responsabilité limitée) having its registered seat at 9A, boulevard Prince Henri, L-1724 Luxembourg
(“DB LUX”), wholly indirectly owned by ARC GT II. The purchase price under the SPA amounts to EUR 68,200,000
(the “Purchase Price”).


 


The Closing Date under the SPA (as
defined therein) will probably occur on 30 April 2015.


 


Following completion of the SPA,
DB LUX will be merged into the Borrower as receiving company.


 


“Group Companies”
means ARC GT II and its fully (directly and indirectly) owned subsidiaries, being ARC Global II Holdco LLC, ARC Global II S.à
r.l., ARC Global (Luxembourg) Holdings II S.à r.l., DB LUX, and the Borrower.


 


		2.	Financing structure



 


The Bank provided a term loan to
the Borrower for the purpose of refinancing the Property defined below in the current outstanding principal amount of EUR 36,945,000
by a German law loan agreement originally dated 20 December 2012, as amended and extended by the amendment and loan term extension
agreement dated 25/26 June 2013, and further amended and extended by the second amendment and loan term extension agreement dated
20 December 2013 (together, the “Original Loan Agreement”).


 


This agreement is made in connection
with the SPA to partially discharge the outstanding loan amount under the Original Loan Agreement together with all accrued interest,
to amend and restate the terms of the Original Loan Agreement by, and pursuant to, the terms of this agreement, and to amend and
restate the related existing security documentation (to the extent possible). The difference between the outstanding amounts under
the Original Loan Agreement and the Loan amount under this agreement as at the Amendment Date (the “Repayment Amount”)
will be funded with equity and paid to the Bank by or on behalf of the Borrower in accordance with the provisions of this agreement.


 




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Under a mezzanine loan agreement
between M&G Investment Management Limited as mandated lead arranger and certain funds managed by M&G Investment Management
Limited as (original) mezzanine lenders, being M&G Real Estate Finance 2 Co S.à r.l. and M&G Real Estate Finance 3 Co
S.à r.l. (these two companies together, the “Mezzanine Lender”) and the DB LUX as mezzanine borrower made on
or around the date of this agreement (the “Mezzanine Loan Agreement” and that agreement together with all related
mezzanine security and other mezzanine finance documents, the “Mezzanine Finance Documents”), the Mezzanine
Lender will provide a mezzanine loan facility of up to EUR 25,000,000 to the DB LUX (the “Mezzanine Loan”)
to finance the Purchase Price under the SPA. The Purchase Price will be paid directly to IVG by a utilization of the Mezzanine
Loan and additional equity funding.


 


On or around the date hereof, an
intercreditor agreement (the “Intercreditor Agreement”) will be entered into, amongst others, the Bank, the
Mezzanine Lender to regulate their relationship with respect to this agreement, the Mezzanine Loan Agreement, and all related security
granted thereunder.


 


		3.	Property



 


The Borrower is the owner of the
following real estate property located in Luxembourg (the “Property”):


 


Address: 2 Boulevard Konrad Adenauer, L-1115 Luxembourg


 


Description of the buildings:


 


	Building	4-storey office building, three basements
	Year of construction	1991
	Total rentable space	14,502 sqm
	Underground parking lots	225
	Outdoor parking lots	75
	Market value according to the Bank’s valuation as of 10 January 2014	63,700,000 euros


 


Registration:


 


	Commune	Ville de Luxembourg
	Section	ED de Neudorf
	Parcel/lot (size)	435/5017 (8,993 sqm)
		435/4818 (937 sqm) 
	 	435/5018 (71 sqm)
	Owner (Eigentümer)	Borrower





 






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		4.	Property Manager



 


Pursuant to a property management
agreement entered into on or around the date hereof, Moor Park Global II Advisors Ltd (the “Property Manager”) will
carry out the property management activities required under the lease agreement and certain other activities for the benefit of
DB LUX and the Borrower. For these purposes, the Property Manager is entitled to be assisted by third parties, including Deutsche
Bank (Luxembourg) S.A. under a management agreement entered into with the Borrower on 17 December 2013 (as amended from time to
time, and/or if substituted for a direct agreement with the Property Manager).


 


Section 1


Amendment and Restatement


 


		1.	If the Conditions Precedent under Section 6 (Conditions for Utilization) of this
agreement are satisfied within the Availability Period (as defined in Section 4 Clause 5), then the Amendment Date for the Loan
under, and subject to, the terms of this agreement has occurred, and the Original Loan Agreement is amended and restated as set
out in the following Section 2 (Grant of the Loan) to Section 17 (Final Provisions) of this agreement
with effect as of the Amendment Date, including all appendices to this agreement. Section 17 (Final Provisions) also
applies to the amendment and restatement stipulated in this Section 1.



 


		2.	The Bank shall confirm to the Borrower without undue delay once it is satisfied with all Conditions
Precedent under Section 6 (Conditions for Utilization).



 


Section 2


Grant of the Loan


 


Subject to the terms and conditions of this
agreement, the Bank grants a term loan to the Borrower in the lower amount of


 


		(a)	EUR 36,000,000 (in words: thirty-six million euros), or



 


		(b)	60% of the net market value of the Property to be determined by a valuation of an experienced valuer
instructed by, and addressed to the Bank, or



 


		(c)	53% of the net Purchase Price (excluding value added tax and ancillary costs) (the “Loan”).



 




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Section 3


Purpose


 


The Loan exclusively serves to partially extend
the loan granted under the Original Loan Agreement.


 


Section 4


Utilization and Costs of Utilization


 


		1.	Utilization



 


		(a)	The Loan under this agreement may
                                         only be granted by the Bank in full (100%) if the Borrower delivers to the Bank a duly
                                         signed utilization request in accordance with the form attached to Appendix 1 to this
                                         agreement (the “Utilization Request”).



 


		(b)	The Conditions Precedent must be fulfilled completely and to the Bank’s satisfaction no later
than five (5) Business Days prior to the Amendment Date; except for the Closing Conditions Precedent (as defined below), which
may be satisfied at the Amendment Date. As soon as the Conditions Precedent have been fulfilled, the Bank will confirm this to
the Borrower in writing, by email or fax message.



 


		(c)	For purposes of this agreement,
                                         a “Business Day” is a day (other than a Saturday or Sunday)
                                         on which banks in Frankfurt/Main, Germany, are open for general business.



 


		2.	Interest



 


The Loan bears interest from and including
the Amendment Date and excluding the day of repayment in accordance with the following provisions of this Section 4 Clause 2.


 


		(a)	Interest Periods



 


The time period for which a fixed
interest rate is agreed upon with regard to the Loan is referred to as “Interest Period”.


 


The first Interest Period begins on
the Amendment Date and will end on 30 June 2015. Each further Interest Period begins on the last day of the preceding Interest
Period, and ends in accordance with the calendar quarters, i.e. on 30 September, 31 December, 31 March, 30 June, respectively.


 


If any Interest Period would end on a day which
is not a Business Day, such Interest Period ends on the next following Business Day unless such Business Day falls in the next
calendar month in which case the Interest Period ends on the immediately preceding Business Day.


 




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		(b)	Interest Rate



 


The rate of interest on the Loan for each Interest
Period is the percentage rate per annum which is the aggregate of the applicable:


 


		(i)	Margin; and



 


		(ii)	Reference Rate



 


(the “Interest Rate”).


 


		(c)	Margin



 


The applicable nominal interest margin amounts
to 1.05% per annum (including margin and liquidity costs) (together, the “Margin”).


 


		(d)	Reference Rate



 


Subject to the provisions of this
paragraph, the applicable reference rate is the percentage rate per annum according to the euro interbank offered rate administered
by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the three month
period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson
Reuters screen (or any replacement Thomson Reuters page which displays that rate) (the “Reference Rate”).


 


If any such Reference Rate is below zero, it
will be deemed to be zero.


 


If the Bank cannot determine the Reference
Rate on the relevant Interest Fixing Date, interest is alternatively calculated on the basis of the arithmetic mean of the rates
(rounded upwards to four decimal places) as supplied to the Bank at its request by three (3) reference banks (being Deutsche Bank
AG, Commerzbank Aktiengesellschaft and Landesbank Baden-Wiirttemberg) as the rate at which the relevant reference bank could borrow
funds in the European interbank market in the relevant currency and for the relevant period, or if a reference bank does not supply
a quotation to the Bank on the Interest Fixing Date, the reference interest rate corresponds to the Bank’s refinancing costs
for a three (3) months period, expressed in percent per annum.


 


		(e)	Margin increase



 


If the LTV is above 65%, the Margin increases
by 15 basis points starting at the next Interest Payment Date.


 


If the LTV is restituted to a level of equal
or below 65%, the Margin applies again without such increase amount from the next Interest Payment Date (if restituted at least
ten (10) Business Days before that Interest Payment Date) provided that the LTV is and was complied with since the remediation
and no Default or Event of Default under this agreement exists.


 




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A “Default” exists for purposes
of this agreement if an event or circumstance occurs or appears which, after the expiration of a cure period provided for under
this agreement or after a notice or communication provided for under this agreement, would constitute an Event of Default. For
the avoidance of doubt, the soft covenant levels of 65% for the LTV when surpassed and for Debt Yield of 9% when below do not constitute
a Default, however, a Default will occur if the Borrower does not comply with its obligations under paragraphs (a) and (c) of Section
9 Clause 5. (Legal consequences of a breach of the financial covenants).


 


		(f)	Interest Rate fixing



 


The Interest Rate is fixed at approx.
11:00 a.m. (Frankfurt/Main, Germany) on the Amendment Date and thereafter on the day two (2) Business Days before the beginning
of the relevant Interest Periods (each an “Interest Fixing Date”).


 


The Bank will inform the Borrower without undue
delay about the Interest Rate applicable and agreed for the relevant Interest Period in writing or by email or fax messages.


 


		(g)	Interest calculation



 


Interest is calculated pursuant to the European
interest rate method (Eurozinsmethode) (actual/360).


 


		(h)	Interest Payment Dates



 


Interest is due and payable in arrears on the
last day of each Interest Period as determined under Section 4 Clause 2.(a) above (each an “Interest Payment Date”).


 


The interest payments due in each case must
be paid to the following account of the Bank:


 


account no. 7170491001


 


BIC/ IBAN: PBNKDEFF/ DE14380107007170491001


 


Decisive for the timeliness of the payment
is the value date of the credit to the account.


 


		(i)	Limitation of Interest exposure / hedging



 


Subject to the provisions of this paragraph,
the Borrower or DB LUX shall enter into an interest rate hedging agreement with Barclays as hedge counterparty (the “Hedge
Counterparty”) which limits the interest exposure (excluding the Margin) for the full Loan amount and for the entire
Loan term on terms satisfactory to the Bank (a “Hedging Agreement”).


 


		(i)	Hedging Agreements, in general satisfactory to the Bank, are agreements at market terms (such as
interest rate swap or cap) on the basis of the ISDA (International Swaps and Derivatives Association) documentation or any other
documentation previously approved by the Bank.



 




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		(ii)	Subject to Section 7 Clause 1.(i), all rights and claims under the Hedging Agreement have to be
pledged or assigned to the Bank on a first-ranking basis.



 


		(iii)	All claims and all security of the Hedge Counterparty under the Hedging Agreement must be subordinated
to any and all of the Bank’s claims and security under or in connection with this agreement.



 


		(iv)	In the event of a partial prepayment of any outstanding amount under this agreement — besides
amortization payments (if any) — before the end of the term of the Hedging Agreement, there has to be a corresponding partial
termination of the respective Hedging Agreement to the extent it entails a potential risk for the Bank. The Hedging Agreement may,
however, be maintained in principle if sufficient security (acceptable to the Bank) with respect to any potential risk of the Bank
is provided.



 


		3.	Default interest (Verzugszinsen)



 


If payments due under this agreement are not
made at all or only in part on their respective due dates, the Borrower is in default in respect of these outstanding and unpaid
payments without any further notice from the Bank.


 


For the period during which the Borrower is
in default with payments, it owes default interest at a rate of five (5) per cent points per year above the base interest rate
of the German Bundesbank for all amounts outstanding according to the provisions of this agreement. The Bank retains the
right to prove further losses.


 


		4.	Arrangement fee



 


The Borrower shall pay on Amendment Date a
one-time non-refundable arrangement fee in an amount of 0.60% of the Loan amount to the Bank.


 


		5.	Availability Period



 


The Borrower shall fulfill the Conditions Precedent
pursuant to Section 6 and utilize the full amount of the Loan in a single drawdown within three (3) months after signing this agreement
(the “Availability Period”). After the expiration of the Availability Period, the Bank has the right to refuse
the utilization of the Loan under the terms of this agreement.


 


		6.	Costs



 


		(a)	The Borrower shall refund to the Bank within ten (10) Business Days upon the latter’s written
request all reasonable expenses, fees, and other external expenses and costs (including but not limited to, valuation fees for
the initial valuation report, non-refundable value added tax, and the costs of legal advice to the Bank by external legal advisors)
arising in connection with (i) the drafting, preparation, negotiation, potential and actual changes, and the execution of this
agreement, the Intercreditor Agreement, the Security Documents, the related additional loan documentation between the parties to
this agreement, the documents designated by the Bank and the relevant obligor as “Finance Document” (together, the
“Finance Documents”), any Hedging Agreement, and the Mezzanine Finance Documents, and (ii) the drafting, establishment,
registration, deletion, potential changes, enforcement and release of all security to be provided under the Security Documents
or in connection with this agreement.



 




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		(b)	The Bank shall consult the Borrower to agree on reasonable third party expenses and costs before
they accrue (e.g., legal fees for the preparation of the initial documentation) if the Bank is able to influence those amounts
and that consultation is not contrary to the legitimate interests of the Bank (e.g., in case of a Default or an Event of Default).



 


		(c)	Notwithstanding the foregoing, the Bank has pre-agreed all third party expenses and costs to be
incurred up to the date of execution of this agreement.



 


Section 5


Loan Term, Repayment and Prepayment


 


		1.	Loan term



 


The Loan term commences upon utilization
of the Loan under the term of this agreement (the “Amendment Date”) and ends after the expiration of five (5)
years on the Business Day immediately preceding the Amendment Date (the “Final Maturity Date”).


 


		2.	Repayment of Loan



 


The Borrower shall repay the Loan in full by
way of a bullet repayment together with all due interest, fees and costs no later than on the Final Maturity Date.


 


		3.	Voluntary prepayment



 


The Borrower may, if it gives the Bank not
less than ten (10) Business Days’ prior written notice, prepay the whole or any part of the utilized Loan amount at the end
of each Interest Period. Any such partial prepayment amounts must be at least EUR 1,000,000 or integral multiples thereof.


 


		4.	Mandatory prepayment



 


		(a)	The Borrower shall prepay the Loan in full and without undue delay if:



 


		(i)	the Property is directly or indirectly, fully or partially sold by the Borrower or the shareholder
of the Borrower disposes fully or partially over the shares in the Borrower;



 


		(ii)	the SPA is rescinded or otherwise reversed; or



 




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		(iii)	a Change of Control has occurred.



 


		(1)	A “Change of Control” has occurred
in each of the following events:



 


		(I)	ARC Global II REIT not (x) having the power to cast or control the casting of more than 50 per
cent. of the maximum number of votes that might be cast at a general meeting of the shareholders of DB LUX and of the Borrower;
and/or



 


		(II)	ARC Global II REIT (y) not (directly or indirectly) owning more than 50 per cent. of the shares
in DB LUX and in the Borrower.



 


		(2)	No Change of Control and no prepayment obligations according to the foregoing events in paragraphs
(1)(I) and (II) above apply in the event of:



 


		(I)	a merger of any of the ARC Global II REIT Vehicles with another listed or unlisted REIT 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 provided to the Bank as part of the Conditions Precedent under number CP 11 in Section 6) stays in control
of the Borrower (in the sense of managing the Merged REIT and its subsidiaries) (the vehicle resulting from the merger to be hereinafter
referred to as the “Merged REIT”); and/or



 


		(II)	a listing of an ARC Global II REIT Vehicle on a stock exchange as long as such listing does not
result in a single shareholder or a group of shareholders acting in concert having a controlling stake (in the sense of having
the power to cast or control the casting of more than 50 per cent. of the maximum number of votes and owning more than 50 per cent.
of the shares) in ARC Global II REIT or the Borrower, whether acting individually or in concert (the listed vehicle to be hereinafter
referred to as the “Listed REIT”). “Acting in concert” means, a group of persons who, pursuant to
an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition of shares by any of them,
either directly or indirectly, to obtain or consolidate control (in the sense of having the power to cast or control the casting
of more than 50 per cent. of the maximum number of votes and owning more than 50 per cent. of the shares)



 






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(both alternatives defined as a “Planned
Listing”), subject to the prior information of the Bank about the implementation of the Planned Listing and submission
of all documents required for the Bank’s compliance with § 19 para 2 of the German Banking Act (Gesetz über das
Kreditwesen — “KWG”).


 


The Planned Listing exception pursuant to paragraph
(2)(II) above will cease to be applicable, and a Change of Control will have occurred at the time when, following a Planned Listing,
any new shareholder acquires control (in the sense of having the power to cast or control the casting of more than 50 per cent.
of the maximum number of votes and owning more than 50 per cent. of the shares) in the Merged REIT (if relating to the exception
under paragraph (I) above) or the Listed REIT (if relating to the exception under paragraph (II) above).


 


		(3)	Notwithstanding the foregoing, the Bank shall give its consent (which shall be deemed to be given
if the Company or the Mezzanine Lender has informed the Bank about the Change of Control ten Business Day before the enforcement
of the Mezzanine Security Document pursuant to this paragraph) with respect to any Change of Control that may occur in the case
of the enforcement of the share pledge agreement dated on or around of the date of this Agreement regarding the pledge over shares
in ARC Global (Luxembourg) Holdings II S.à r.l. in favor and/or for the benefit of the Mezzanine Lender (the “Mezzanine
Security Document”) by which the Mezzanine Lender acquires any shares in that pledged entity.



 


The consent to a Change of Control granted
under this paragraph (3) will cease to be applicable, and a Change of Control will have occurred at the time when, following such
consent, the Mezzanine Lender as beneficiary of such consent subsequently loses control (in the sense of having the power to cast
or control the casting of more than 50 per cent. of the maximum number of votes and owning more than 50 per cent. of the shares)
in DB LUX or the Borrower for the benefit of a third party (whether acting individually or in concert).


 




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		(b)	The Borrower shall prepay the Loan without undue delay in the amount of:



 


		(i)	any subsequent reduction of the Purchase Price under the SPA according to which the Loan would
then exceed 53% of the net Purchase Price (excluding value added tax and ancillary costs), and



 


		(ii)	any damages paid by third parties or payments under the insurance policies existing for the Property
(in both cases if exceeding EUR 50,000), which were paid in connection with any damage to the Property, unless these insurance
proceeds are reinvested accordingly within six (6) months after receipt of the corresponding funds (or these insurance proceeds
are committed to be reinvested within the six (6) months following the insurance event and reinvested within six (6) months from
receipt of funds) to repair such damages or defects to the Property. Such reinvestments require the Bank’s prior written
consent (not to be unreasonably withheld) if the funds are used to repair defects other than those that led to the corresponding
payment, or the amount of the insurance proceeds exceeds an amount of EUR 100,000. Any damages paid by third parties or payments
under the insurance policies existing for the Property (in both cases if not exceeding EUR 50,000), shall be applied by the Borrower
according to the standard of a sensible businessman (ordentlicher Kaufmann).



 


		(c)	Section 9 Clause 5 sets out additional prepayment events with respect to financial covenants under
this agreement.



 


		5.	Prepayment Compensation (Vorfälligkeitsentschädigung)



 


In the case of a voluntary prepayment, mandatory
prepayment, or non-utilization of the Loan or partial Loan amount, the Borrower shall compensate the Bank for all resulting losses,
damage, costs, and expenses (including the loss due to the refinancing, which the Bank incurs when obtaining or maintaining the
Loan in accordance with the applicable mandatory rules under German law, particularly including the Bank’s liquidity costs,
(the “Prepayment Compensation”) unless the prepayment or repayment is made at the end of an Interest Period.


 


		6.	Prepayment fee



 


If the Loan is redeemed or repaid in whole
or in part before the Final Maturity Date, the following prepayment fee shall be paid to the Bank in addition to, and independent
from the Prepayment Compensation (the “Prepayment Fee”):


 


	Redemptions up to and including the first anniversary of the Amendment Date:	 	1.50% of the redeemed/repaid Loan amount
	Redemptions up to and including the second anniversary of the Amendment Date:	 	1.00% of the redeemed/repaid Loan amount
	Redemptions up to and including the third anniversary of the Amendment Date:	 	0.50% of the redeemed/repaid Loan amount
	Thereafter:	 	Nil


 




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Section 6


Conditions for Utilization


 


Condition precedent for the utilization of
the Loan under this agreement is the presentation of each evidence and document listed below in the German or English language
and in form and substance satisfactory to the Bank (together, the “Conditions Precedent”):


 


		CP 1	*Copy of this agreement duly signed by all parties;



 


		CP 2	*Copy of the duly signed Utilization Request;



 


		CP 3	*Copies of the Security Documents (other than the Hedging
Security) duly signed by all parties, and, if applicable, proof that the security to be created under these Security Documents
has been created or confirmed with legal effect (including, but not limited to, any notices, registrations and declarations required
for the perfection or confirmation of such security);



 


		CP 4	*Copy of the Intercreditor Agreement duly signed by all
parties;



 


		CP 5	*Copies of all Mezzanine Finance Documents (excluding
the Mezzanine Security Document) duly signed by all parties;



 


		CP 6	*Copy of the Hedging Agreement duly signed by all parties;



 


		CP 7	*Legal opinion of a Luxembourg law firm instructed by
the Borrower substantially in the form distributed to the Bank prior to signing this agreement on the Borrower’s and DB
LUX’s, and the other Luxembourg Group Companies’ capacity and the due execution with respect to the Finance Documents,
the Hedging Agreement, the Mezzanine Finance Documents (excluding the Mezzanine Security Document) to which they are a party;



 


		CP 8	*Legal opinions of one or more law firms (as applicable
due to the relevant jurisdictions other than Luxembourg) instructed by the Borrower substantially in the form distributed to the
Bank prior to signing this agreement on all relevant Group Companies’ capacity and the due execution with respect to each
of the Finance Documents and the Mezzanine Documents (excluding the Mezzanine Security Document) to which they are party;



 


		CP 9	*Evidence that the Closing Date as defined in the SPA
and the transfer of the shares in the Borrower to DB LUX have occurred;



 


		CP 10	*Transfer of the Repayment Amount to a bank account designated
by the Bank evidenced by a SWIFT confirmation.



 


		CP 11	Copy of a corporate structure chart setting out the ownership
of the Borrower, the other Group Companies, and the Property Manager before and after the completion of the SPA;



 




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		CP 12	Copy of the current constitutional corporate documents
of the Borrower (, DB LUX, and all other Group Companies which are party to any of the Finance Documents and/or the Mezzanine
Finance Documents (excluding the Mezzanine Security Document), and the final draft of the amended articles of association of the
Borrower reflecting the necessary changes in connection with completion of the SPA;



 


		CP 13	Copy of the up-to-date register of shareholders of the
Borrower;



 


		CP 14	*Copy of an up-to-date excerpt issued by the Luxembourg
Register of commerce and companies for the Borrower, DB LUX and all other Luxembourg Group Companies which are party to any of
the Finance Documents (not older than three (3) calendar days prior to the execution of this agreement);



 


		CP 15	*Copy of a certificat de non-inscription d’
une déision judiciaire issued by the Luxembourg Register of commerce and companies in relation to the Borrower and DB LUX
not older than one (1) calendar day prior to the execution of this agreement;



 


		CP 16	*Copy of duly signed certificate of an authorized signatory
of the Borrower and DB LUX certifying that it is not subject to nor, as applicable, does it meet or threaten to meet the conditions
for, bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire),
composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée),
reprieve from payment (sursis de paiement), fraudulent conveyance (actio pauliana), general settlement
with creditors, reorganization or similar laws affecting the rights of creditors generally and no application has been made or
is to be made by its managers or, as far as it is aware, by any other person for the appointment of a commissaire, juge-commissaire,
liquidateur, curateur or similar officer pursuant to any voluntary judicial insolvency, winding-up, liquidation or similar
proceedings;



 


		CP 17	A certificate of the domiciliation agent certifying due
compliance by the Borrower and DB LUX with, and adherence to, the provisions of the Luxembourg Law dated 31 May 1999 concerning
the domiciliation of companies, as amended, and the related regulations;



 


		CP 18	Copies of all additional corporate documents and certificates
referred to in the legal opinions to be delivered under CP 8;



 


		CP 19	Copies of all other legally necessary corporate resolutions
for and of the Borrower, DB LUX, the other Group Companies, approving the terms of, and the transactions contemplated by, this
agreement, the other Finance Documents, the Hedging Agreement, the Mezzanine Finance Documents (excluding the Mezzanine Security
Document), and the SPA, and resolving that each of them execute, deliver and perform these documents to which it is a party, and
authorizing a specified person or persons to execute these documents to sign and/or dispatch all documents and notices to be signed
and/or dispatched by it under or in connection with these documents to which it is a party;



 


		CP 20	Current official copy of the land registry for the Property;



 


		CP 21	Copies of all current insurance agreements relating to
the Property;



 




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		CP 22	Evidence of both the existence of sufficient insurance
cover for the Property and evidence of the payment of all insurance premia satisfactory to the Bank;



 


		CP 23	Copies of all current lease agreements relating to the
Property;



 


		CP 24	Copies of all current property management agreements
with the Property Manager;



 


		CP 25	Copy of the current certified annual financial statements
for the Borrower;



 


		CP 26	Copy of the current certified annual financial statements
for DB LUX or, if these statements are not yet available, its opening balance;



 


		CP 27	Copy of the current Rental Report (as defined in Section
8 Clause 3 of this agreement);



 


		CP 28	Copies of all property due diligence reports made in
connection with the SPA (including, but not limited to, the technical reports, environmental reports, and the legal report);



 


		CP 29	*Sample signature sheet together with notarized copies
of the personal identity card or passport of representatives of each of the Borrower, the other Group Companies, which are a party
to the Finance Documents, the Hedging Agreement, and/or the Mezzanine Finance Documents (excluding the Mezzanine Security Document);
and



 


		CP 30	Properly completed and signed form concerning the economic
beneficiaries according to Appendix 4 to this agreement.



 


The Conditions Precedent marked with “*”
are “Closing Conditions Precedent” and may be satisfied (simultaneously) on the “Closing Date” as
defined in the SPA, but not later than 12:00 pm (German time) on the Amendment Date provided that final versions of the Finance
Documents, the Mezzanine Finance Documents (excluding the Mezzanine Security Document) and the legal opinions shall be agreed five
(5) Business Days before the Amendment Date.


 


Section 7


Security


 


		1.	Obligation to create Security



 


The Borrower shall at its own expense provide
and create the security interests listed below in favor of the Bank, or, as the case may be, confirm, amend and restate the existing
security documents made in connection with the Original Loan Agreement (together the “Security Documents”):


 


		(a)	a first-ranking property lien (Hypothek) governed by Luxembourg law in the full Loan
amount plus 15% interest (as last notarized and extended under the notarial deed dated 11 February 2014 of the notary J. Baden
with registered offices in Luxembourg) and a second-ranking property lien (Hypothek) governed by Luxembourg law in
the full Mezzanine Loan amount plus 15% interest granted in favor of the Bank (together, the “Property Lien”) in
accordance with the regulatory provisions of the European Capital Requirements Regulation (Regulation (EU) No. 575/2013 of the
European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms
and amending Regulation (EU) No. 646/2012) (the “CRR”) on credit risk mitigation techniques, and the German
Covered Bonds Act (Pfand-briefgesetz — “PfandBG”) (in particular pursuant to § 18 PfandBG);



 




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		(b)	Disclosed security assignment or pledge of the Borrower’s insurance claims in relation to
the Property which must be notified to the insurance companies under an English law agreement;



 


		(c)	Disclosed security assignment of the Borrower’s rental claims in relation to the Property
under a Luxembourg law amended and restated security assignment agreement;



 


		(d)	Disclosed pledge of the Borrower’s claims under the rental accounts in relation to the Property
under a Luxembourg law account pledge agreement;



 


		(e)	Subordination of all present or future intra-group debt and trust fees of the Borrower to the Bank’s
claims under or in connection with the Finance Documents under a German law subordination agreement with all Group Companies (other
than the Borrower) as subordinated lenders and the Borrower;



 


		(f)	Subordination of management fees of the Property Manager to the Bank’s claims under or in
connection with the Finance Documents under a German law subordination agreement;



 


		(g)	Pledge of all present and future shares in the Borrower under a Luxembourg law share pledge agreement;



 


		(h)	Undisclosed security assignment or pledge of the Borrower’s claims under material contracts
in relation to the Property, including the SPA and future sale and purchase agreements, under a Luxembourg law security assignment
agreement;



 


		(i)	Pledge or security assignment over the Borrower’s and/or DB LUX’s claims under the
Hedging Agreement under a security agreement governed by the same laws as the hedging claims (the “Hedging Security”).
This Hedging Security must be provided in favor of the Bank without undue delay only if requested by the Bank following the
Borrower’s default regarding any interest payments or other costs and fees agreed for this Loan, any breach of the financial
covenants under Section 9 of this agreement, or the occurrence of an Event of Default; and



 


		(j)	Duty of care agreement with the Property Manager, governed by English law.



 


		2.	Security purpose / Secured Claims



 


The security created under the Security
Documents and any other additional security in connection with this agreement for the benefit of the Bank are to secure all current
and future, including contingent, time-limited, or statutory claims of the Bank against the Borrower under or in connection with
the Finance Documents (each as in effect at any given time) as well as all agreements concluded in connection with the Finance
Documents (including, but not limited to, supplemental agreements, loan term extension agreements, amendment agreements, and the
abstract acknowledgement of debt under clause 15.1 of the Intercreditor Agreement) (together, the “Secured Claims”).
The Secured Claims include capital, interest, costs, fees, claims for damages or unjust enrichment.


 




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		3.	Additional security



 


The Bank may at any time, acting reasonably
and taking into account the Borrower’s legitimate interests, demand that the Borrower provides at the Borrower’s cost
and expense any additional security or documents over the Borrower’s assets which are or become necessary to ensure that
the Loan, the Property Lien, and the Security Documents are eligible pursuant to all requirements of the CRR on credit risk mitigation
techniques, and eligible for a covered bond refinancing (pfandbrieffähig) under the PfandBG, in particular pursuant
to Section 18 PfandBG. For the avoidance of doubt, such security shall be limited to Borrower’s assets only and the Borrower
shall not be obliged to procure that its shareholders or other persons increase its assets.


 


Section 8


Information Undertakings


 


The Borrower undertakes:


 


		1.	to provide the Bank, within six (6) months after the end of the respective fiscal year, the current
audited annual financial statements of the Borrower and its direct shareholders;



 


		2.	to provide the Bank, without undue delay, all other financial information reasonably requested by
the Bank in relation to the Borrower;



 


		3.	to provide the Bank a rental report regarding the Property satisfactory to the Bank not later than
five (5) Business Days before each Interest Payment Date which must include at least information on: (a) up-to-date tenancy schedules
containing names of tenants, let area, rent/lease amounts and terms, (b) unused and/or vacant spaces and rooms, (c) any outstanding
rent/lease payments, including the reasons for any arrears in payment (to the best of the Borrower’s knowledge), (d) claimed
or announced offset against rent/lease amounts and/or claimed or announced rent/lease reductions, including the reasons for the
(announced) offset and/or rent/lease reduction, (e) service charges (each a “Rental Report”);



 


		4.	to provide the Bank upon reasonable request with any other information regarding the rental situation,
the business, tenants (in compliance with the lease agreements), and the operations relating to the Property;



 


		5.	to provide a current corporate structure chart setting out the ownership of the Borrower, DB LUX,
and ARC GT II without undue delay following the Bank’s reasonable request;



 


		6.	to inform the Bank about material changes to the articles of associations of the Borrower, and
provide a copy thereof, without undue delay after they are adopted;



 




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		7.	to inform the Bank, without undue delay, about changes of the asset management or property management
agreement regarding the Property;



 


		8.	to inform the Bank, without undue delay, if any lease agreements for the Property are terminated
or materially modified due to termination or in any other way (e.g., in the case of an insolvency event regarding a tenant) and
to provide copies of these altered agreements to the Bank without undue delay;



 


		9.	to inform the Bank without undue delay, if due insurance premiums were not paid in time, insurance
coverage of the nature and scope required under this agreement no longer exists, or material changes to the insurance agreements
occurred;



 


		10.	to inform the Bank, to the extent not prohibited by mandatory law, without undue delay after becoming
aware thereof, about all business events and extraordinary business developments (including, but not limited to, business activities
other than the acquisition, sale, owning, and management of the Property, and legal disputes of the Borrower where the amount in
dispute or, as the case may be, litigation) which have or are likely to have a material adverse effect on the Borrower’s
assets, liquidity, and earnings situation and thus negatively influence the Bank’s risk assessment regarding its claims under
this agreement. An event has a “material adverse effect” when its quantifiable consequences result in damages exceeding
EUR 100,000 per occurrence;



 


		11.	to inform the Bank without undue delay about any Default or an Event of Default and about any circumstances
which are likely to cause a mandatory prepayment event under this agreement;



 


		12.	to provide the Bank, acting reasonably, upon first request with all other requested information
related to this Loan and the Property; and



 


		13.	to provide the information and submit the documents necessary to fulfill the requirements under
§ 18 of the KWG and the German Money Laundering Act (Geldwäschegesetz) (each as applied pursuant to the relevant
orders of supervisory authorities).



 


The parties to this agreement generally assume
that the information undertakings will be satisfied with the information referred to above. The Bank, acting reasonably, retains
the right, however, to demand all material information and documents in connection with the Loan, the Property, and the Borrower.


 


Section 9


Financial Covenants


 


		1.	Loan to value ratio (LTV)



 


Throughout the entire term of the Loan, the
Borrower shall maintain an LTV of no more than 65% in respect to the Property.


 




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		2.	Calculation of the LTV / valuation reports



 


The following determinations apply to the calculation
of the LTV and the preparation of valuation reports:


 


		(a)	“LTV” means the percentage ratio between the outstanding Loan amount under this
agreement and the latest fair market value of the Property as determined by the Bank on each Calculation Date.



 


		(b)	The Bank will calculate the LTV on an annual basis on 1 December of each calendar year (each a
“Calculation Date”).



 


		(c)	The Bank calculates the LTV according to paragraph (b) above and determines any breach of the LTV
on the basis of the most recent annual valuation report addressed to the Bank and prepared by an experienced external valuer instructed
by the Bank (or such other Qualifying Extraordinary Valuation Report prepared in accordance with the requirements of paragraph
(e) below). For the purposes of the Loan under this agreement, the initial valuation was prepared by Mr. Robert Busch and Mr. Jochen
Niemeyer on 10 January 2014 (the “Initial Valuation Report”) with an LTV of 56.50% (net market value of the
Property compared to a loan amount of EUR 36,000,000).



 


		(d)	The Bank aims to offer that all subsequent revaluations prepared by the same person which/who prepared
the Initial Valuation Report. However, the Bank may instruct a different valuer if the Bank is of the reasonable opinion that this
valuer has become unsuitable and if the Bank informs the Borrower about the change of the valuer. All valuation updates shall be
substantially based on the same instructions provided to the initial valuer and these instructions will be indicated in the respective
valuation update. All valuation updates will be provided to the Borrower without undue delay by the Bank.



 


		(e)	Without a negative impact on the LTV calculation the Bank may prepare a valuation report for the
Property at its own cost and expenses at any time. Such extraordinary valuation report shall not serve as basis for the calculation
of the LTV on the Calculation Date if it would have a negative impact, unless (i) the valuation report has been prepared subsequently
after the occurrence of circumstances which are likely to have a material impact on the value of the Property and (ii) the Bank
communicates this to the Borrower beforehand (any extraordinary valuation report complying with these two requirements will be
considered a “Qualifying Extraordinary Valuation Report”).



 


		(f)	The Bank bears the costs and expenses for the preparation of the Initial Valuation Report. The
expenses and costs of the valuation of the Property to be prepared in the fourth quarter of the year 2015 are borne by the Borrower.
The expenses and costs of all subsequent revaluations are borne by the Borrower (i) every second year after the date of this agreement,
(ii) it is a Qualifying Extraordinary Valuation Report, and (iii) if a Default or an Event of Default has occurred.



 




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		(g)	In connection with the preparation of a valuation report, the Borrower shall make all relevant
materials and documents required for the preparation of such a valuation available to the Bank or the relevant third parties instructed
by the Bank.



 


		(h)	The Borrower shall grant access to the Bank, its employees and third parties instructed by the
Bank, for the purposes of inspection of the Property (upon reasonable prior notice, during ordinary business hours and not in breach
with the conditions of the lease agreement).



 


		3.	Debt Yield



 


Throughout the entire term of the Loan, the
Borrower shall maintain a Debt Yield of at least 9% in respect to the Property.


 


		4.	Calculation of the Debt Yield



 


The following determinations apply to the calculation
of the Debt Yield:


 


		(a)	“Debt Yield” means the percentage ratio between the outstanding Loan amount
under this agreement and the Net Rental Income as determined by the Bank on each Interest Payment Date for the relevant Calculation
Period.



 


		(b)	“Net Rental Income” means the aggregate of all rental income achieved for the
Property minus allocable and non-allocable operating costs/incidental costs (the latter either proven or in an amount of at least
15% of that rental income); and



 


when calculating the Net Rental Income:


 


		(i)	any future rent-free times and rent reductions must be taken into account as deductions, unless
and insofar as there is a deposit on a bank account pledged in favor of the Bank and the amount is being used in lieu of Rental
Income or a (in the reasonable opinion of the Bank) similar instrument covering the relevant periods, and



 


		(ii)	any “break-up” rights that may exist in the lease agreements are considered to have
been exercised, unless the Borrower proves that the respective lessee is not going to exercise this right.



 


		(c)	“Calculation Period” means the periods as of the relevant Interest Payment Date
backwards looking for the preceding six (6) months and forward looking for the next six (6) months in advance, in each case based
on the current Rental Report (as defined in Section 8 Clause 3 above) and the actual figures determined during the last Calculation
Period.



 




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		5.	Legal consequences of a breach of the financial covenants



 


The following legal consequences apply to any
breaches of the financial covenants under this agreement.


 


		(a)	If the LTV exceeds 65%, then the Borrower shall:



 


		(i)	pay to the Bank the increased Margin pursuant to Section 4 Clause 2.(e); and



 


		(ii)	(partially) prepay the Loan on each Interest Payment Date (without Prepayment Compensation and
any applicable Prepayment Fee) in an amount of the higher of



 


		(A)	2% per annum of the Loan amount utilized on the Amendment Date, or



 


		(B)	such higher amortization rate that is necessary to remedy the breach of the LTV by the Final Maturity
Date at the latest;



 


in the cases of the above sub-paragraphs (i)
and (ii), unless the Borrower has prepaid the Loan by a single payment in an amount required to comply with the LTV at least ten
(10) Business Days before the next Interest Payment Date.


 


		(b)	If the LTV exceeds 68%, then the foregoing paragraph (a) does not apply and the Borrower shall
(notwithstanding the Bank’s termination rights pursuant to Section 12):



 


		(i)	pay the pro rata Prepayment Compensation and any applicable Prepayment Fee, and



 


		(ii)	(partially) prepay the Loan in a single payment in an amount required to comply with the LTV within
15 Business Days after being notified by the Bank of the breach.



 


		(c)	If the Debt Yield is below 9%, then the Borrower shall:



 


		(i)	(partially) prepay the Loan in a single payment in an amount required to comply with the Debt Yield
at the next Interest Payment Date;



 


		(ii)	or, alternatively to the foregoing sub-paragraph (i), if the Borrower has agreed to the occurrence
of a cash sweep event by giving advance written notice to the Bank immediately after the breach of the Debt Yield (a “Cash
Sweep Event”), ensure that, after deducting all necessary operating costs for the Property, the rental income achieved
for the Property is, subject to the following provisions of this subparagraph, paid into the a cash sweep account which has to
be immediately opened with the Bank after the occurrence of the Cash Sweep Event and pledged in favor of the Bank (the “Cash
Sweep Account”). If a Cash Sweep Event has occurred, any balance on the Cash Sweep Account may be applied by the Bank
in payment of all outstanding sums owed by the Borrower to the Bank under or in connection with the Finance Documents and in the
order of payment determined at the reasonable discretion of the Bank (considering the necessary operating costs for the Property,
and any payments under the Hedging Agreements), provided that all amounts payable under the Mezzanine Facility Agreement in accordance
with paragraph (d) of clause 13.3 (Order of payments) of the Intercreditor Agreement must be so paid in accordance
with the provisions of the Intercreditor Agreement, unless a Mezzanine Refinancing Default (as defined below) has occurred. If and
when the breach of the Debt Yield is cured by application of the sums standing to the credit of the Cash Sweep Account and no other
Event of Default is outstanding, the Bank shall release any surplus on that Cash Sweep Account and the Cash Sweep Event ceases
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		(d)	If the Debt Yield is below 8%, then, deviating from the foregoing paragraph (c), the Borrower shall
(notwithstanding the Bank’s termination rights pursuant to Section 12),:



 


		(i)	(partially) prepay the Loan in a single payment in an amount required to comply with the Debt Yield
within 15 Business Days after being notified by the Bank of the breach (including any amount standing to the Cash Sweep Account
which may be then be applied in payment of the foregoing prepayment amount at the discretion of the Bank);



 


		(ii)	pay the pro rata Prepayment Compensation and any applicable Prepayment Fee; and



 


		(iii)	ensure that all rental income achieved for the Property is paid into the Cash Sweep Account, unless
and until the Loan has been fully and timely prepaid in accordance with the foregoing sub-paragraphs (i) and (ii). If and as long
the Borrower is under an obligation under the foregoing sentence of this sub-paragraph (iii), any balance on the Cash Sweep Account
may be applied by the Bank in payment of all outstanding sums owed by the Borrower to the Bank under or in connection with the
Finance Documents and in the order of payment determined at the reasonable discretion of the Bank (without an obligation to apply
these sums towards payment of the operating costs, the Mezzanine Finance Documents and the Hedging Agreement) (the “Mezzanine
Cash Sweep Event”). For the avoidance of doubt, as long as a Mezzanine Cash Sweep Event is outstanding, the Bank is under
no obligation to release the sums standing to the credit of the Cash Sweep Account, however, when the Mezzanine Cash Sweep Event
ceases to exist, the Bank’s release obligation under terms of the last sentence of paragraph (c)(ii) above will apply accordingly.



 




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Section 10


Representation and Warranties


 


The Borrower hereby represents and warrants
the following to the Bank:


 


		1.	It is a société à responsabilité limitée established and validly existing under the law
of the Grand Duchy of Luxembourg.



 


		2.	It has the power, authority and legal right to enter into, execute, perform and deliver, and has
taken all necessary actions and has obtained all necessary approvals, consents and corporate authorizations which are required
under laws and regulations applicable to it to authorize its entry into, execution, performance and delivery of, any of the Finance
Documents, the Hedging Agreement and the Mezzanine Finance Documents.



 


		3.	The entry into, execution and performance by the Borrower of any of the Finance Documents, any
Hedging Agreement and any of the Mezzanine Finance Documents does not and will not materially conflict with laws or legal regulations
applicable to the Borrower or agreements, documents, judgments, orders, licenses, permits or approvals that are legally binding
upon the Borrower.



 


		4.	The obligations expressed to be assumed by the Borrower under the Finance Documents, any Hedging
Agreement, and the Mezzanine Finance Documents are legal, valid, binding and enforceable obligations in accordance with their terms.



 


		5.	No insolvency proceedings or similar proceedings under Luxembourg law or any other applicable jurisdiction
has been opened or applied for and the filing of such an application is not impending.



 


		6.	The Property and the other circumstances set out in the preamble of this agreement are in all material
respects completely and correctly described from a factual and legal perspective.



 


		7.	All information and the Conditions Precedent, which the Borrower has delivered or provided to the
Bank in connection with this agreement, are complete and correct and contain no untrue statements regarding material facts on the
day they are delivered or provided. If those information and Conditions Precedent have been provided to the Bank directly from
the Seller or its representatives and advisors, this shall only apply in all material respects.



 


		8.	The Borrower has no financial indebtedness (including, but not limited to, shareholder loans) except
for financial indebtedness under this agreement, any Hedging Agreement and the Mezzanine Finance Documents and subordinated debt
under the Security Documents or the Intercreditor Agreement.



 


		9.	The Property is not encumbered or otherwise charged with value-reducing rights for the benefit
of third parties other than any security interests in connection with the Finance Documents and the Mezzanine Finance Documents
and other than as disclosed in Appendix 5.



 




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		10.	Except for the security to be provided under or in connection with this agreement and other than
as disclosed in Appendix 5 , the other Finance Documents and the Mezzanine Finance Documents, all rights and claims of the Borrower
relating to Property are not pledged, assigned, transferred as security, or otherwise encumbered for the benefit of a third party.



 


		11.	There are no court, arbitration, or administrative proceedings pending in court, initiated, or
impending in respect to the Borrower or the Property (to the best of the Borrower’s knowledge).



 


		12.	The Property is insured in accordance with the requirements of this agreement.



 


		13.	All lease agreements in relation to the Property are legally effective and valid, and they cannot
be terminated contractually by the tenants prior to the end of the agreed terms (save for the termination of mandatory provisions
of the applicable laws), and the Borrower is not aware of any circumstance which could enable any tenant to terminate any lease
agreements for cause.



 


		14.	All the legal requirements of the Luxembourg law of 31 May 1999, as amended, regarding the domiciliation
of companies have been complied with by the Borrower.



 


		15.	For the purposes of The Council of the European Union Regulation No.1346/2000 on Insolvency Proceedings,
the centre of main interest (as that term is used in Article 3(1) of that regulation) and the central administration (administration
centrale) of the Borrower is situated in Luxembourg and it has no establishment outside of Luxembourg.



 


		16.	There are no circumstances that constitute or would give rise to an Event of Default or Default
or a mandatory prepayment event under this agreement.



 


Except for the representation listed under
Number 16 the representations and warranties listed above are repeated by the Borrower at the Amendment Date and on each Interest
Payment Date and are deemed to be issued as new on the corresponding day.


 


Section 11


General Undertakings


 


		1.	The Borrower is not authorized to assign or transfer all or part of its rights, claims, and obligations
under this agreement without the prior written consent of the Bank.



 


		2.	The Borrower assures that the claims of the Bank under this agreement rank at least pari passu
with all current and future payment obligations of the Borrower, unless a preferential treatment of other payment obligations
is a mandatory result of statutory rules.



 


		3.	The Borrower furthermore undertakes vis-à-vis the Bank:



 


		(a)	Insurance



 


		(i)	to insure the Property throughout the entire term of the Loan against all risks that can be insured
customarily at the sliding replacement value (zum gleitenden Neuwert), particularly against fire, pipe water, storm
damage, and terrorism;



 






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		(ii)	to ensure that insurance against damage from the elements (Elemen-tarwertversicherung)
and building liability insurance exists throughout the entire term of the Loan;



 


		(iii)	to pay all insurance premiums in full when due;



 


		(iv)	to comply with all provisions of the insurance policies;



 


		(v)	not to terminate or materially change (except to improve the coverage) any insurance policy without
the Bank’s prior written consent;



 


		(vi)	to notify the Bank and the insurers without undue delay about any material increase or any material
change of the insured risk;



 


		(vii)	to ensure that the Bank is named as a co-insured first loss payee under each of the Insurances
(other than public liability and third party liability insurances) but without liability on the part of the Bank for any premium
in relation to those insurances;



 


		(viii)	to provide the Bank at least once a year and any time after the Bank’s request within ten
(10) Business Days with copies of the insurance contracts/ policies and the insurance cover notes or the insurance confirmations
for the Property as well as proof that (A) the Bank is registered as co-insured first loss payee with the insurance company (except
for the legal third party liability insurance) and thus will decide about the use of the insurance proceeds, and (B) that no payment
arrears exist in respect to the insurance premia;



 


		(ix)	if the Borrower fails to comply with any of the provisions
stated in this Section 11 Clause 3.(a) (Insurance), the Borrower herewith irrevocably authorizes and empowers the
Bank to act in its own name or in the name and on behalf of the Borrower to do all acts and take any steps it deems necessary
(acting reasonably) to achieve the insurance of the Property as agreed in this Section 11 Clause 3.(a) (Insurance);



 


		(b)	not to engage in any business other than the acquisition, sale, owning and managing of the Property;



 


		(c)	not to encumber, or subsist any encumbrances in relation to the Property with any rights for the
benefit of third parties other than as disclosed in Appendix 5, and not to enter into any obligation to make such encumbrances
without the Bank’s prior written consent, in each case save for any security granted to the Mezzanine Lender in accordance
with, and subject to, the provisions of the Intercreditor Agreement;



 




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		(d)	not to incur or permit to be outstanding any financial indebtedness (including, but not limited
to, shareholder loans) except for subordinated debt under the Security Documents or the Intercreditor Agreement;



 


		(e)	not to be the creditor in respect of any loan or any form of credit to any person other than by
way of subordinated debt under the Security Documents or the Intercreditor Agreement and not to give and allow any outstanding
guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document
under which the Borrower assumes any liability of any other person other than any guarantee or indemnity given under the Finance
Documents;



 


		(f)	not to terminate, cancel, or materially modify any major lease agreements (representing more than
20 per cent of the aggregate rental income of the Property) existing for the Property without the Bank’s prior written consent
which shall not be unreasonably withheld;



 


		(g)	to warrant the use and maintenance of the Property within its ordinary course of business in accordance
with the existing lease agreement and to ensure, respectively, monitor the proper use of the Property;



 


		(h)	to perform all reasonable preservation and maintenance measures to keep the Property in good structural
condition comparable (considering regular wear and tear) to the condition as at the time this agreement was concluded;



 


		(i)	not to agree or accept any rent prepayments from any tenant without the Bank’s prior written
consent;



 


		(j)	to maintain and administer the Cash Sweep Account in accordance with the provisions of this agreement;



 


		(k)	to comply in all respects with all laws, to which it may be subject, if failure so to comply would
impair its ability to perform its obligations under the Finance Documents, any Hedging Agreement and the Mezzanine Finance Documents;



 


		(l)	to ensure that all authorizations, permissions, consents and/or approvals which are necessary for
the Borrower to be a party to the Finance Documents, any Hedging Agreement, and the Mezzanine Finance Documents and all statutory
requirements as are necessary to enable it to perform its obligations under the Finance Documents, any Hedging Agreement, and the
Mezzanine Finance Documents and in connection with the management, use and occupation of the Property are duly obtained and maintained
in full force and effect or, as the case may be, complied with;



 


		(m)	if documents to be provided to the Bank on a regular basis pursuant to the provisions of this agreement
(other than land registry excerpts or similar official documents) are not written in the German or the English language, to provide
the Bank upon request (if documents are not provided upon a regular basis but upon an addition request of the Bank upon reasonable
request) with the copy of a German-language translation by a renowned translator. The Borrower shall bear the costs for this; and



 




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		(n)	ensure that the Mezzanine Loan
                                         will be fully repaid and discharged within two (2) years after the Amendment Date by
                                         using equity funds. Failing this (the “Mezzanine Refinancing Default”),
                                         the Borrower shall ensure that all rental income achieved for the Property is paid into
                                         the Rent Account (as defined in the Intercreditor Agreement). After deducting the Operating
                                         Deductions (as defined in the Intercreditor Agreement), the remaining balance on that
                                         Rent Account shall be paid into the Cash Sweep Account, and any balance on the Cash Sweep
                                         Account may be applied by the Bank in payment of all outstanding sums owed by the Borrower
                                         to the Bank under or in connection with the Finance Documents and in the order of payment
                                         determined at the reasonable discretion of the Bank (without an obligation to apply these
                                         sums towards payment of the operating costs, the Mezzanine Finance Documents and the
                                         Hedging Agreement).



 


Section
12


Events
of Default / Termination


 


		1.	The Bank has the right to terminate
                                         the Loan and to cancel all its commitments under this agreement for important cause (aus
                                         wichtigem Grund) (each an “Event of Default”) in
                                         full or in part for immediate repayment.



 


		2.	Each of following circumstances constitutes an Event of Default (without limitation thereto):



 


		(a)	if the Loan is not used for the stated purpose, or if no proof of proper use of the Loan can be
provided upon the Bank’s request;



 


		(b)	if the Borrower is in default with the interest payments or other costs and fees agreed for this
Loan for more than 15 Business Days and if the Borrower does not pay all outstanding amounts in full within additional ten (10)
Business Days after the Bank’s request;



 


		(c)	if the LTV is above 68% and/or the Debt Yield is below 8% and the Borrower does not comply with
its obligations under Section 9 Clause 5 (Legal consequences of a breach of the financial covenants) of this agreement;



 


		(d)	if the Borrower is in breach of (i) a material contractual obligation under this agreement (particularly
the undertakings and obligations under Section 7, Section 8 and Section 11 of this agreement), (ii) an obligation under the Security
Documents, (iii) any Hedging Agreement, or (iv) any of the Finance Documents, unless this breach is discontinued or remedied (if
capable of being remedied) within a period of 15 Business Days;



 




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		(e)	if at least one of the representations and warranties to be issued under Section 10 or under the
Security Documents is incorrect in a material way on the day on which that representation is made or deemed to be made, unless
this breach (if capable of being remedied) is remedied within a period of 15 Business Days;



 


		(f)	if any of the information provided by the Borrower in connection with the Finance Documents or
if at least one of the Conditions Precedent turns out to be incorrect or incomplete in a material way, unless this breach (if capable
of being remedied) is remedied within a period of 15 Business Days;



 


		(g)	if a Security Document fails to create security in the Bank’s favor in accordance with the
provisions of this agreement or the corresponding priority that the Security is supposed to have, and, if capable of being remedied,
the Borrower does not remedy this within 15 Business Days after the Bank’s request;



 


		(h)	if the Borrower encumbers the Property without the Bank’s consent or enters into an obligation
for such an encumbrance except for any security granted to the Mezzanine Lender in accordance with, and subject to, the provisions
of the Intercreditor Agreement;



 


		(i)	if the Borrower terminates any lease agreements existing for the Property in whole or in part itself
or is responsible for the termination by the tenant, unless the Bank gives its consent to a substitute tenant. The Bank will give
its consent if (i) the new tenant has comparable creditworthiness, (ii) the lease term is not shorter than the lease term of the
existing lease agreement and the Debt Yield covenant under this agreement would be complied with under the new lease agreement,
and (iii) no Default is likely to occur as a consequence of the change of the lease agreement and the change in tenant;



 


		(j)	if the Mezzanine Lender or any other person which is a party to the Intercreditor Agreement (other
than the Bank) makes any Enforcement Action (as defined in the Intercreditor Agreement) which is not permitted under the Intercreditor
Agreement;



 


		(k)	if the Borrower is unable or admits inability to pay its debts as they fall due or is deemed to
or declared to be unable to pay its debts under applicable law (cessation de paiements) and has lost its creditworthiness
(ébranlement de credit), suspends or threatens to suspend making payments on any of its debts or, by reason of actual
or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any
of its indebtedness, or if the Borrower is subject to bankruptcy (faillite), insolvency, suspension of payments (sursis
de paiement), moratorium of any indebtedness, controlled management (gestion controlée), winding-up, dissolution,
composition, compromise, assignment or arrangement with any creditor (concordat préventif de faillite), judicial
winding-up (liquidation judiciaire), or similar proceedings, unless applied for in bad faith (missbräuchlich)
and not dismissed within 20 Business Days;



 




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		(l)	if any forced sale, administration proceedings or similar enforcement proceedings or compulsory
execution measures have been initiated with respect to the Property and/or assets related thereto, and are not dismissed within
20 Business Days;



 


		(m)	if the Borrower does not keep the Property insured in accordance with the requirements of this
agreement or it does not, upon reasonable request of the Bank, provide any insurance information in accordance with the provisions
of this agreement;



 


		(n)	if the Borrower loses its legal capacity and thus the ability to continue the business and to fulfill
its obligations under any of the Finance Documents, any Hedging Agreement, or any Mezzanine Finance Document; and



 


		(o)	if it is unlawful or becomes unlawful for the Borrower to fulfill its obligations under this agreement
or any other Finance Document, any Hedging Agreement, or any Mezzanine Finance Document.



 


		3.	If the Loan becomes due and repayable prematurely because of a termination by the Bank for an Event
of Default, the Borrower shall compensate the Bank for all losses, damage, costs, and expenses, including the loss due to the refinancing,
which the Bank incurs when obtaining or maintaining the Loan.



 


Section
13


Tax-Gross-Up
and Indemnities


 


		1.	All payments to be made by the Borrower must be made without deducting taxes or fees (unless the
Borrower would be required by law to make a payment subject to the deduction of taxes or fees).



 


		2.	If the Borrower is required by law to deduct or withhold taxes or fees from these payments, the
Borrower shall:



 


		(a)	pay these taxes or fees on their respective due date and provide a copy of the original invoice
issued by the relevant public authority or a certified copy thereof to the Bank no later than 30 calendar days after that payment,
which documents the payment of all amounts, which are to be deducted or withheld, to that public authority;



 


		(b)	indemnify the Bank and keep it harmless in respect to all of these taxes or fees, and



 


		(c)	upon request and documentation of the Bank, make additional payments to the Bank in an amount that
may be necessary so that the net amount remaining after such deduction or withholding corresponds to the due and payable amount.



 


The indemnification obligation
pursuant to paragraph (b) and (c) does not exist in respect to corporate income tax or income tax imposed at the registered seat
of the Bank or of the agent paying out the loan. In the case of a tax refund in cases of paragraph (b) and (c) above by the relevant
tax authority, the Bank will forward the refund amount to the Borrower.


 




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		3.	The aforementioned duty of the Borrower to reimburse and indemnify the Bank does not apply if and
to the extent the taxes apply due to circumstances caused by the Bank willfully (vorsätzlich) or with gross negligence
(grobe Fahrlässigkeit).



 


		4.	To the extent possible and reasonable, the Bank will cooperate in order to avoid any of the aforementioned
tax or fee burden on the Borrower’s payments. The Borrower shall bear any costs for this.



 


Section
14


Assignment/Transfer
of the Credit Risk/


Disclosure
of Information


 


		1.	The transfer of the economic risk of granting the Loan is a material factor in the structuring
of the contractual conditions. The Bank therefore has the right to transfer all or part of the economic risk of granting the Loan
to third parties for purposes of refinancing, relieving its equity, risk diversification, or any other reasons; this may be effected
e.g. through credit derivatives, pledges, assignment of the credit receivable (together with any security), or through credit sub-participations,
and credit receivables (together with any related security) may particularly also be assigned or pledged in this context. The Bank
may furthermore transfer all or part of the economic risk of granting the credit in an anonymised form to a third party (e.g.,
in connection with asset-backed securities transactions).



 


		2.	For the purpose of Article 1278 of the Luxembourg Civil Code (to the extent applicable), the security
interest created under the pledge agreement over the shares in the Borrower and securing the rights assigned, transferred or novated
will be preserved for the benefit of that assignee or transferee.



 


		3.	For the purposes of this section 14, a third party may not be a competitor of ARC GT II or a hedge
fund and not an individual, however, none of the foregoing restrictions applies if an Event of Default has occurred which is outstanding.



 


		4.	The Bank is not permitted to establish any new duties of the Borrower vis-à-vis third parties
through dispositions of the aforementioned kind and no costs, fees, tax indemnities, or expenses must be borne by the Borrower
as a result of the transfer mentioned above.



 


		5.	The Bank may disclose all information reasonably required for the transfer of the economic risk
to the third party and to those persons that have to be involved in the implementation of the transfer due to technical or legal
reasons, e.g. rating agencies or certified public auditors. Insofar, the Borrower also releases the Bank from its banking secrecy
obligation (Bankgeheimnis).



 




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		6.	The Bank will obligate the third party as well as any other persons mentioned above as recipients
of the transferred information under a confidentiality agreement to keep all customer-related data and assessments confidential,
of which that third party became aware in connection with the transfer of the credit risk. However, if and to the extent the Bank
transfer any rights to the German Bundesbank or the European Central Bank, such banks are not restricted with respect to
the enforcement of the transferred rights; the German Bundesbank or the European Central Bank may further transfer its rights
and interests to another third party and disclose all information received in this regard.



 


Section
15


Notices


 


		1.	The Bank’s address for all notices under this agreement is:



 


Deutsche Postbank AG


Attn. Ms. Astrid A. Wagner


Friedrich-Ebert-Allee 114 - 126


53113 Bonn


Email: astrid-a.wagner@postbank.de


Tel. no.: 0228 920 24535


Fax. no.0228 920 24509


 


		2.	The Borrower’s address for all notices under this Agreement is:



 


2 boulevard Konrad Adenauer S.à r.l.


9A boulevard Prince Henri, L-1724 Luxembourg


Attn: Messrs Yves Cheret & Patrick Goulding, managers


Tel: +35 2 26 215 410


Fax:+35 2 621 546 718


Email: yves.cheret@crestbridge.com


 


with copy to:


 


Moor Park Capital Partners LLP


37-38 Margaret Street, 2nd floor, W1G 0JF London


Attn: Mr Graydon Butler, COO


Tel: +44 (0)20 3011 1572 / +44 (0)20 3011 1581


Fax: +44 (0)20 3011 1573


Email: graydon.butler@moorparkcapital.com


 






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Section
16


Information
under the German Money Laundering Act (Geldwäschegesetz – “GwG”)


 


		1.	The Bank is legally obliged to obtain and document in writing the information listed below. The
borrower is legally obliged to cooperate (Section 4(6) GwG).



 


		2.	Unless otherwise specified with a tick below, the borrower is acting in its own economic interest.



 


☐
 This agreement is concluded at the instigation of a third party. The completed form “Beneficial Owner Declaration”
is attached to this agreement as Appendix 4.


 


☐
The Borrower is a company, association, authority, foundation, institution/body or similar. The completed form “Beneficial
Owner Declaration” is attached in Appendix 4.


 


(The Borrower should tick those options that apply
to it.)


 


		3.	If one or more of the above boxes are ticked, the Borrower is obliged –  prior to
                                                          utilization of the Loan – to submit to the Bank the form ‘Beneficial Owner Declaration” duly completed and
                                                          bearing a legally binding signature, together with all documentary evidence stipulated therein. The form is attached to this
                                                          agreement as Appendix 4.



 


		4.	The Borrower is legally obliged to advise the Bank without undue delay of any changes arising in
the obligatory information provided to the Bank during the course of the business relationship (Section 4(6) GwG).



 


		5.	Notwithstanding the Borrower’s legal obligations, it is also obliged under this agreement
to:



 


		(a)	advise the Bank without undue delay upon becoming aware of any changes arising in the obligatory
information provided to the Bank during the course of the business relationship, and



 


		(b)	to make available without undue delay at the Bank’s request, permissible at any time, all
other details, documents and information which the Bank deems necessary for compliance with its obligations under the applicable
laws and regulations on the combating of money laundering, the financing of terrorism or similar provisions under any legal system
relevant to the Bank, but particularly under the GwG.



 




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Section
17


Final
Provisions


 


		1.	If any of the provisions of this agreement is or becomes invalid, unenforceable or impractical
in whole or in part, the validity of the other provisions hereof is not affected. In that case the invalid, unenforceable or impractical
provision is deemed to be replaced by such valid, enforceable or practical provision or arrangement, which corresponds as closely
as possible to the invalid, unenforceable or impractical provision and to the parties’ economic aims pursued by and reflected
in this agreement. This applies accordingly, if it should turn out subsequently that this agreement contains any gaps in respect
to a provision which it needs to contain in order to achieve the economic purpose as expressed herein (planwidrige Regelungslücke).



 


		2.	Changes and amendments to this agreement require the written form. This does also apply to any
waiver or modification of this written-form clause.



 


		3.	Furthermore, the Bank’s Additional Terms and Conditions for Loans, which are attached as
Appendix 2, and the Bank’s General Terms and Conditions of Business, which are attached as Appendix 3, apply as supplementing
terms and form integral parts of this agreement. In case of discrepancies, the provisions of this agreement prevail.



 


		4.	This agreement may be concluded by transmitting the signature page by fax or PDF file. Each party,
which has transmitted its signature page by fax or PDF file, is required to send a fully signed and initialized original copy to
the respective other party for evidence and confirmation purposes.



 


		5.	To the extent permitted by law, the courts in Bonn, Germany, have exclusive jurisdiction for all
legal disputes arising from or in connection with this agreement. The Bank furthermore has the right to assert its rights also
before any other court of competent jurisdiction.



		6.	This agreement is governed by the laws of the Federal Republic of Germany.



 


***


 




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Signed in the name and on behalf of the Borrower:


 


2 Boulevard Konrad Adenauer
S.à r.l.


 


	 	 	 
	Name:	 	Name:
	 	 	 
	Function:	 	Function:


 


	Legitimation	 
	 	 
	 	 
	.............................................................	 
	 	 
	.............................................................	 
	 	 
	.............................................................	 
	 	 
	Legitimation geprüft and für die Richtigkeit 

der Unterschrift(en):	 


 


Sigend in the name and on behalf of the Bank:


 


	Deutsche Postbank AG	 	 
	 	 	 
	 	 	 
	 	 	 
	Name:	 	Name:


 




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Appendix
1


Form of
Utilization Request


 


From: 2 Boulevard Konrad Adenauer S.à r.l.,
a private limited liability company (société à responsabilité limitée) established under the laws of the Grand Duchy
of Luxembourg with a share capital of EUR 12,500, with its registered seat in 412F, Route d’Esch, L-2086 Luxembourg, registered
with the Luxembourg register of commerce and companies (R.C.S. Luxembourg) under number B-96624


 


To: Deutsche Postbank AG


 


Dated:


 


Dear Sirs,


 


Utilization Request – loan agreement relating to
the real estate property 2 Boulevard Konrad Adenauer, L-1115 Luxembourg dated____________2015 (the “Loan
Agreement”)


 


We refer to the Loan Agreement. This is
the Utilization Request. Terms defined in the Loan Agreement have the same meaning in this Utilization Request unless given a different
meaning in this Utilization Request.


 


We wish to borrow the Loan pursuant to
the terms of the Loan Agreement on 30 April 2015 (proposed Amendment Date) and thereby amend and restate the Original Loan Agreement
with effect of the Amendment Date.


 


The Loan is to be made to partially refinance the Original Loan
Agreement for the Property.


 


We confirm that each representation and
warranty under the Loan Agreement is true and correct as at the date of this Utilization Request as if made by reference to the
facts and circumstances existing on the date of this Utilization Request.


 


This Utilization Request is irrevocable.


 


Sincerely,


 


2 Boulevard Konrad Adenauer S.à r.l.






by:


 


Name:


Title:


 




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Appendix
2


Additional
Terms and Conditions for Loans


(Weitere
Darlehensbedingungen)


 




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Appendix
3


General
Terms and Conditions of Business


(Allgemeine
Geschüftsbedingungen)


 




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Appendix
4


Form of
Beneficial Owner Declaration


 




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Appendix
5


Disclosures
of property related issues


 


[none]


 




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