Exhibit 10.21


 





 


Execution Copy


 


Internal Loan Number 7404699002


 


Sub-Account Number 7404699010 (B Loan)


 


Sub-Account Number 7404699029 (A Loan)


 


Term Loan Facilities Agreement


 


Dated as of


 


23 June 2015


 


between


 


Deutsche Postbank
AG


 


– hereinafter referred to as “Bank”
–


 


and


 


ARC INGAMNE001,
LLC


 


a Delaware limited liability company


with its registered seat in Wilmington, Delaware,
United States of America,


with its business address at 2711 Centerville
Road, Suite 400, 19808 Wilmington, Delaware,


registered with the state of Delaware, United
States of America, under number 5663596


 


– hereinafter referred to as “Borrower”
–


  






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Preamble


 


		1.	Corporate structure



 


The Borrower is a Delaware limited
liability company which intends to acquire the Property (as defined below) from ING Bank, N.V. (the “Seller”)
under a Dutch law sale and purchase agreement dated 31 December 2014 (the “SPA”)
on 30 June 2015.


 


The purchase price under the SPA
amounts to EUR 88,000,000 net (the “Purchase Price”).


 


Ultimate shareholder of the Borrower
is American Realty Capital Global II Trust, Inc., a (currently) non-listed real estate investment trust (the “ARC Global
II REIT”).


 


“Group Companies”
means American Realty Capital Global II Operating Partnership L.P. (“ARC GT II”) and its fully (directly
and indirectly) owned subsidiaries, being ARC Global II Holdco LLC, ARC Global II, S.à r.1., ARC Global II (Netherlands)
Holdings, S.à r.1., and the Borrower.


 


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”.


 


		2.	Financing structure



 


This agreement is made in connection
with the SPA to partially finance the Purchase Price. The difference between the Purchase Price and the amount of the Loans under
this agreement will be funded with equity and the first quarter rent provided that the latter one will be paid in advance by the
tenant (the “Equity Amount”) and paid to the Seller
by or on behalf of the Borrower in accordance with the provisions of this agreement.


 


		3.	Property



 


Following completion of the SPA,
the Borrower will be the owner of the following real estate property located in the Netherlands (the “Property”),
being a long lease (erfpacht) issued by the Municipality of Amsterdam:


 


Address: Haarlerbergweg 17,
19, 21A through G, 1101 CH Amsterdam, and Hullenbergweg 1101 CG Amsterdam


 


Description of the buildings:


 


	Building	Office building complex with five
    to seven floors
	Year of construction	2002
	Total rentable space	47,322 m2 
	Parking lots	433
	Market value according to the Bank’s valuation as of 8 June 2015	88,600,000 euros


 




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	Registration:	 
	Land registry:	as Weesperkarspel, section M, number 990 (derived from the former parcel Weesperkarspel, section M, number 751)
	Owner (Eigentümer)	Municipality of Amsterdam
	Holder of the long lease (erfpacht) (before completion of the SPA)	ING Bank N.V.


 


		4.	Property Manager



 


Pursuant to a property management
agreement entered into on or around the date hereof, Moor Park Capital Global II Advisors Ltd. (the “Property Manager”)
will carry out the property management activities for the benefit of the Borrower.


 


Section 1


The Loans


 


Subject to the terms and conditions of this
agreement, the Bank grants the following term loan facilities to the Borrower:


 


		1.	a term loan facility in the lower amount of:



 


		(a)	EUR 44,000,000 (in words: forty-four million euros),
or



 


		(b)	50% 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,



 


(the loan granted under this facility the “A
Loan”), and


 


		2.	a term loan facility in the lower amount of:



 


		(a)	EUR 22,000,000
                                         (in words: twenty-two million euros), or



 


		(b)	the difference between 75% of the net market value of
the Property and the A Loan, whereas the net market value of the Property is to be determined by a valuation of an experienced
valuer instructed by, and addressed to the Bank



 


(the loan granted under this facility
the “B Loan”)


 


(A Loan and B Loan together, the
“Loans” and each a “Loan”).


 


Section 2


Purpose


 


The Loans exclusively serve to partially fund the Purchase Price
under the SPA.


 




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Section 3


Utilization and Costs of Utilization


 


		1.	Utilization



 


		(a)	The Loans 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 Utilization Date; except for the Closing Conditions
Precedent (as defined below) which may be satisfied at the Utilization 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 Loans bear interest from and
including the Utilization Date and excluding the day of repayment in accordance with the following provisions of this Section 3
Clause 2.


 


		(a)	Interest Periods



 


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


 


The first Interest Period begins
on the Utilization Date and will end on 5 October 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 5 October, 5 January, 5 April, 5 July, 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.


 


		(b)	Interest Rates



 


The rate of interest on each of the
Loans 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 margins
(including margin and liquidity costs) amount to:


 


		(i)	1.20% per annum in relation to the A Loan, and



 




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		(ii)	6.00% per annum in relation to the B Loan



 


(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-Württemberg) 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 1 exceeds 75% or the
LTV 2 exceeds 60% (as applicable), the Margin for the A Loan increases by 15 basis points starting at the next Interest Payment
Date.


 


If the LTV 1 is restituted to a
level of equal or below 75% or the LTV 2 is restituted to a level of equal or below 60% (as applicable), the Margin for the A Loan
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 relevant LTV is and was complied with since the remediation and no Default or Event
of Default under this agreement exists.


 


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 75% for the LTV 1 or 60% for the LTV 2 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 8 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 day two (2) Business Days before the Utilization Date and thereafter on the day two
(2) Business Days before the beginning of the relevant Interest Periods (each an “Interest Fixing Date”).


 




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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 for the Loans is calculated
pursuant to the European interest rate calculation 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 paragraph (a) of this Clause 2. above (each an “Interest Payment
Date”).


 


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


 


Account: 7404699002


 


IBAN: DE33380107007404699002


 


BIC: PBNKDEFF


 


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 shall enter into an interest rate hedging agreement with Barclays as hedge counterparty (the “Hedge
Counterparty”) which limits the interest exposure (excluding the Margin) under the A Loan for the full amount of that
A Loan 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.



 


		(ii)	The term of the first Hedging Agreement must be five
(5) years. After the expiry of that five (5) year term, the interest rate hedging under the Hedging Agreement must be extended
for the remaining term of the A Loan by entering into a new Hedging Agreement.



 


		(iii)	Subject to Section 6 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.



 


		(iv)	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.



 




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		(v)	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 under this agreement, 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



 


On the Utilization Date, the Borrower
shall pay to the Bank a one-time non-refundable arrangement fee in an amount of 0.50% of the aggregate amount of the Loans.


 


		5.	Commitment fee



 


The Borrower shall pay for the respective
not utilized Loans a commitment fee of 0.75% per annum in respect of the not utilized part of the Loans from the beginning of the
eighth week following the signing date of this agreement which is due upon the expiration of the Utilization Period specified below
in Clause 6 of this Section 3, or, if earlier, on the Utilization Date.


 


The obligation to pay the commitment
fee ends either upon full utilization of the Loans or upon expiration of the Utilization Period specified below in Clause 6 of
this Section 3. Further rights of the Bank based on the non-contractual utilization of the Loans remain unaffected.


 


		6.	Utilization Period



 


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


 




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		7.	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 reasonable 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 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 (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.



 


		(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 4


Loan Terms, Repayment and Pre-payment


 


		1.	Loan terms



 


		(a)	The term of each of the Loans commences upon utilization
of the Loans under the terms of this agreement (the “Utilization Date”) and ends:



 


		(i)	in relation to the A Loan, after the expiration of five
(5) years on the Business Day immediately preceding the Utilization Date (the “First A Loan Maturity Date”),
and



 


		(ii)	in relation to the B Loan, after the expiration of six
(6) months on the Business Day immediately preceding the Utilization Date (the “First B Loan Maturity Date”).



 


		(b)	If the A Loan is not repaid in full at the First A Loan
Maturity Date, the Bank agrees to an extension under which its term ends after the expiration of ten (10) years on the Business
Day immediately preceding the Utilization Date (the “Second A Loan Maturity Date”).



 


		(c)	If the B Loan is not repaid in full at the First B Loan
Maturity Date, the Bank agrees to an extension under which its term ends after the expiration of six (6) years on the Business
Day immediately preceding the Utilization Date (the “Second B Loan Maturity Date”).



 




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		2.	Repayment of Loans



 


		(a)	“Repayment Installments” means any
and all repayment installments expressed as percentage per annum of the original aggregate amount of the Loans.



 


		(b)	Save for the provisions in Clause 5. of Section 8 (Financial
Covenants) and subject to paragraph (c) below, the Borrower shall repay the B Loan (if not repaid in full on the First
B Loan Maturity Date) together with all due interest, fees and costs in Repayment Installments of 5% beginning from the First
B Loan Maturity Date which are due and payable and on the following Interest Payment Dates.



 


		(c)	If the B Loan has not been repaid in full within one
(1) year after the Utilization Date, the full amount standing to the credit of the Cash Sweep Account constitutes the subsequent
Repayment Installments for the B Loan on each of the following Interest Payment Dates.



 


		(d)	If, on the First A Loan Maturity Date, both Loans have
not been repaid in full, the Borrower shall, save for the provisions in Clause 5. of Section 8 (Financial Covenants),
repay the A Loan together with all due interest, fees and costs in Repayment Installments of 7% beginning from the First A
Loan Maturity Date which are due and payable and on the following Interest Payment Dates.



 


		(e)	All Repayment Installments will be applied:



 


		(i)	firstly, in payment of the B Loan,
and



 


		(ii)	secondly, in payment of the A Loan
(for the avoidance of doubt, only if the B Loan has been repaid in full).



 


		(f)	The Borrower shall repay the outstanding principal amount
of:



 


		(i)	the A Loan on the First A Loan Maturity Date, or, as
applicable, on the Second A Loan Maturity Date, and



 


		(ii)	the B Loan on the First B Loan Maturity Date, or, applicable,
on the Second B Loan Maturity Date, 






 


in each case together with all accrued but unpaid interest,
fees and costs.


 


		(g)	The Borrower may not re-borrow any parts of the Loans
which are repaid.



 


		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 any 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 Loans 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, terminated, nullified or otherwise
reversed;



 




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		(iii)	a Change of Control (as defined in paragraph (v) below)
has occurred; or



 


		(iv)	a US Insolvency Event (as defined in paragraph (v) below)
has occurred (it being understood and agreed that if a US Insolvency Event has occurred, then such prepayment of the Loans, interest
thereon and all other amounts owed by the Borrower under the Finance Documents shall become immediately due and payable without
notice, presentment, demand, protest or any other act by Bank or any other person of any kind, all of which are expressly waived).



 


		(v)	(definitions)



 


		(A)	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 the Borrower; and/or



 


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



 


		(B)	No Change of Control and no prepayment obligations according
to the foregoing events in paragraphs (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 10 in Section 5) 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 füber
das Kreditwesen — “KWG”).


 


		(C)	The Planned Listing exception pursuant to paragraph (B)(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 (1) above) or the Listed REIT (if relating to the exception under paragraph (II) above).



 


		(D)	A “US Insolvency Event” shall mean:



 


		(I)	(a) the Borrower files a voluntary petition under the
Bankruptcy Code or seeks protection under, or voluntarily avails itself of, any other US Debtor Relief Law; (b) Borrower files
an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it under the Bankruptcy
Code or any other US Debtor Relief Law, or solicits or causes to be solicited petitioning creditors for any involuntary petition
under any US Debtor Relief Law from any person or entity; (c) any petition for bankruptcy, reorganization or arrangement pursuant
to the Bankruptcy Code or any other US Debtor Relief Law or the application or appointment of a custodian, receiver, trustee,
or examiner for Borrower or any portion of the Property under any US Debtor Relief Law, provided, however, if such petition, application,
or appointment was involuntary and not consented to by Borrower upon the same not being discharged, stayed or dismissed within
twenty (20) Business Days (provided, that the Borrower hereby expressly authorizes Bank to appear in any court conducting any
relevant proceeding during such 20 Business Day period to preserve, protect and defend their rights under the Finance Documents);
(d) Borrower makes an assignment for the benefit of creditors under any US Debtor Relief Law; or (e) Borrower is or is deemed
to be insolvent (as such term is defined in US Debtor Relief Laws or the Uniform Commercial Code);



 




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		(II)	if any forced sale, administration proceedings, writ
or warrant of attachment or execution or similar process or enforcement proceedings or compulsory execution measures have been
initiated in a state of the United States, the District of Columbia or under United States Federal law with respect to the Property
and/or assets related thereto, and are not dismissed released, vacated or fully bonded within 20 Business Days (provided, that
the Borrower hereby expressly authorizes Bank to appear in any court conducting any relevant proceeding during such 20 Business
Day period to preserve, protect and defend their rights under the Finance Documents).



 


		(E)	For the purposes of this Agreement, the terms “US
Debtor Relief Laws” and “US Debtor Relief Law” shall mean the Bankruptcy Code of the United States
(11 U.S.C. §§ 101 et seq.) and any existing or future law of any domestic (United States) jurisdiction relating to
bankruptcy, insolvency, reorganization, conservatorship, arrangement, moratorium of any indebtedness, adjustment, winding-up,
liquidation, dissolution, composition or any similar debtor relief laws of the United States, a state of the United States or
the District of Columbia from time to time in effect and affecting the rights of creditors generally.



 


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



 


		(i)	any subsequent reduction of the Purchase Price under
the SPA according to which the A Loan would then exceed 50% of the net Purchase Price (excluding value added tax and ancillary
costs), and



 




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		(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 8 Clause 5. sets out additional prepayment
events with respect to financial covenants under this agreement.



 


		5.	Prepayment Compensation (Vorfäolligkeitsentschädigung)



 


In the case of a prepayment (voluntary
prepayment, mandatory prepayment, upon acceleration, or otherwise) or non-utilization of the A Loan or partial A Loan amount, the
Borrower shall compensate the Bank for all resulting losses, damage, reasonable costs, and reasonable expenses (including the loss
due to the refinancing, which the Bank incurs when obtaining or maintaining the Loans 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 A Loan is redeemed or repaid
in whole or in part before the Final Maturity Date by voluntary prepayment, or mandatory prepayment (other than pursuant to Section
8 Clause 5.(a)(ii)), 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 months 0 to 12 after the Utilization Date:	 	1.00% of the redeemed/repaid A Loan amount
	 	 	 
	Redemptions up to and including the months 13 to 24 after the Utilization Date:	 	0.75% of the redeemed/repaid A Loan amount
	 	 	 
	Redemptions up to and including the months 25 to 36 after the Utilization Date:	 	0.50% of the redeemed/repaid A Loan amount
	 	 	 
	Thereafter:	 	Nil


 




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		7.	Application of all prepayment amounts



 


All amounts to be prepaid and all
payment to be made for the prepayment of any Loan pursuant to the provisions of this agreement must be applied in the following
order:


 


		(a)	firstly, in payment of any Prepayment
Compensation for the B Loan;



 


		(b)	secondly, in prepayment of the
B Loan;



 


		(c)	thirdly, if the B Loan has been
repaid in full and any Prepayment Compensation for the B Loan has been paid, in payment of any Prepayment Compensation for the
A Loan and any Prepayment Fee for the A Loan; and



 


		(d)	fourthly, in prepayment of the
A Loan.



 


Section 5


Conditions for Utilization


 


		1.	Conditions Precedent



 


Condition precedent for the utilization
of the Loans 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 and the Account Pledge, each as defined in Section 6 Clause 1. below) 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 Hedging Agreement duly signed by all parties;



 


		CP 5	*Copy of the duly signed notary’s letter under which
all funds for the acquisition of the Property are held to the order of the Bank and the other parties and stipulating, inter
alia, the following conditions for the release of the funds by the notary:



 


		(a)	receipt of the notarial confirmation (Notarisverklaaring)
respect to the Property Lien; and



 


		(b)	receipt of proof of registration of the Property Lien
by:



 


		(i)	electronic proof of entry from the register (Kadaster)
with part and number (deel en number) of the registered Property Lien; or



 


		(ii)	an electronic message from the register (Kadaster)
containing the number of the entry in the register; or



 


		(iii)	an excerpt (uittreksel) from the register;



 


		CP 6	*Evidence that the Borrower has the Equity Amount available
to complete the acquisition of the Property (which can be part of the notary’s letter);



 




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		CP 7	*Evidence of the completion of the acquisition of the
Property by the Borrower showing that all closing conditions under the SPA are satisfied (save for the condition to provide external
funding to the Seller by way of the Loans to be granted under this agreement) and that the transfer of the ownership to the Property
will be completed in accordance with the notary’s letter;



 


		CP 8	*Legal opinions of a Luxembourg law firm instructed
by the Borrower substantially in the form distributed to the Bank prior to signing this agreement on the relevant Group Companies’
capacity and due execution as well as the enforceability of the choice of law provisions and the jurisdiction clause under the
laws of the Grand Duchy of Luxembourg regarding the US Share Pledge Agreements and the Subordination Agreements (as defined in
Clause 1. of Section 6) to which they are party;



 


		CP 9	*Legal opinions of a US law firm instructed by the
Borrower substantially in the form distributed to the Bank prior to signing this agreement on the Borrower’s and all relevant
Group Companies’ capacity and due execution under the laws of the state of Delaware, United States of America, in relation to
each of the Finance Documents to which they are party;



 


		CP 10	Copy of a corporate structure chart setting out the
ownership of the Borrower, the other Group Companies before and after the completion of the SPA;



 


		CP 11	Copy of the current constitutional corporate documents
of the Borrower and all other Group Companies which are party to any of the Finance Documents;



 


		CP 12	Copies of all other legally necessary corporate resolutions
for and of the Borrower the other Group Companies, which are party to the Finance Documents, approving the terms of, and the transactions
contemplated by, this agreement, the other Finance Documents, the Hedging Agreement, 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 (article III of the Borrower’s LLC agreement is sufficient with respect to the Borrower);



 


		CP 13	Copies of all additional corporate documents and certificates
referred to in the legal opinions to be delivered under CP 8 and CP 9 including without limitation, with respect the Borrower,
a copy of a certificate from the secretary, manager or other authorized responsible person of such Borrower attaching and certifying:



 


		(a)	a copy of the certificate of formation of the Borrower
dated as of a recent date and certified by the Secretary of State of the State of Delaware;



 


		(b)	a copy of the limited liability company agreement of
the Borrower;



 


		(c)	a copy of a good standing certificate with respect
to the Borrower issued as of a recent date by the Secretary of State of the State of Delaware; and



 


		(d)	a specimen signature of each person authorized to sign
the Finance Documents on behalf of the Borrower;



 




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		CP 14	Current official online extract from the land register
for the Property showing, inter alia, that the Property is not encumbered or otherwise charged with rights for the benefit
of third parties (inter alia security rights in favor of other lenders) , or, if so, evidence satisfactory to the Bank
that such encumbrances / securities will be released or reassigned on the Utilization Date, or if encumbrances are agreed by the
Bank in writing;



 


		CP 15	Copies of current construction / building plans and
descriptions for the Property, including a summary of the letting space (square and cubic meters);



 


		CP 16	Certified copy of the SPA (certified by an authorized
signatory of the Borrower) duly executed by all parties (with annexes as well as any supplements / amendment agreements thereto);



 


		CP 17	Current equity fundraising overview (satisfactory to
the Bank);



 


		CP 18	*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 (by way of an insurance
cover letter);



 


		CP 19	Copy of the current master insurance agreement for
the Property;



 


		CP 20	Copies of the current master lease agreement and the
other current lease agreements relating to the Property;



 


		CP 21	Copies of all current property management agreements
with the Property Manager;



 


		CP 22	Copy of the current certified annual financial statements
for the Borrower or, if these statements are not yet available, its opening balance;



 


		CP 23	Copy of the current certified annual financial statements
for the Borrower’s direct shareholder or, if these statements are not yet available, the opening balance;



 


		CP 24	Copy of the current Rental Report (as defined in Section
7 Clause 3. of this agreement);



 


		CP 25	 



 


		(a)	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 due diligence
report), in particular with no adverse findings as to existing contaminations, easements (Baulasten), contaminated
sites (Altlasten) etc., and



 


		(b)	the legal due diligence report together with a reliance
letter addressed to, and capable of being relied upon by, the Bank;



 


		CP 26	Copy of the tax memorandum prepared by Borrower’s counsel
in connection with the SPA and this agreement together with a reliance letter addressed to, and capable of being relied upon by,
the Bank;



 


		CP 27	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, and/or the Hedging Agreement;



 


		CP 28	Properly completed and signed form concerning the economic
beneficiaries according to Appendix 4 to this agreement; and



 




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		CP 29	*Legal opinions of Pepper Hamilton LLP instructed by
the Bank substantially in the form distributed to the Bank prior to signing this agreement.



 


		2.	Closing Conditions Precedent



 


The Conditions Precedent marked with
“*” are “Closing Conditions Precedent” and may be satisfied (simultaneously) on the Utilization Date, but
not later than 13:00 pm (German time) on the Utilization Date provided that final versions of these Closing Conditions Precedent
shall be agreed five (5) Business Days before the Utilization Date.


 


		3.	Conditions Subsequent



 


Condition subsequent for the utilization
of the Loans under this agreement is the presentation of each evidence and document within the time period listed below in the
German or English language and in form and substance satisfactory to the Bank:


 


CS 1 – at the latest within
20 Business Days after the Utilization Date: Copies of the Account Pledge (which does not include the Cash Sweep Account and the
Cash Reserve Account).


 


Section 6


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 (together the “Security Documents”):


 


		(a)	First-ranking Dutch law mortgage in the amount of the
principal amount of the Loans plus a lump-sum amount of 30% for interest, fees, and other costs on the Property together with
all declarations or agreements, which are necessary for the immediate compulsory realization of the mortgage (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 (Pfandbriefgesetz – “PfandBG”) (in particular pursuant to §
18 PfandBG);



 


		(b)	Disclosed and acknowledged first-ranking pledge of
the Borrower’s existing and future rental claims (regarding master agreement and key money and rent deposits) in relation to the
Property under a Dutch law pledge agreement;



 


		(c)	Disclosed first-ranking
                                         pledge of the Accounts and any future accounts of the Borrower under a Dutch law pledge
                                         agreement (the “Account Pledge”);



 


		(d)	Disclosed first-ranking security assignment of the
Borrower’s insurance claims in relation to the Property which must be notified to the insurance companies under a English law
assignment agreement;



 


		(e)	Disclosed first-ranking 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 Dutch
law security assignment agreement;



 




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		(f)	Subordination of all present and future intra-group/shareholder
loan debt of the Borrower to the Bank’s claims under or in connection with the Finance Documents under a German law subordination
agreement;



 


		(g)	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 (the subordination
agreements under paragraphs (f) and (g) together, the “Subordination Agreements”);



 


		(h)	Pledge of all present and future shares in the Borrower
under New York law governed pledge agreements (the “US Share Pledge Agreements”);



 


		(i)	First-ranking pledge or security assignment over the
Borrower’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 the
Loans, any breach of the financial covenants under Section 8 of this agreement, or the occurrence of an Event of Default; and



 


		(j)	Duty of care agreement with the Property Manager governed
by Dutch 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) (together,
the “Secured Claims”). The Secured Claims include capital, interest, costs, fees, claims for damages or unjust
enrichment (including interest and fees that accrue after the commencement by or against the Borrower or any affiliate thereof
of any proceeding under any Debtor Relief Laws naming such person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding). For the purposes of this agreement, the term “Debtor Relief
Laws” means the US Debtor Relief Laws, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of other applicable
jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


		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, filings or other 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.


 




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Section 7


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.
Signed management account are sufficient if audited annual financial statements are not yet available in the first year following
the Utilization Date;



 


		2.	to provide the Bank, without undue delay, all other
financial information reasonably requested by the Bank in relation to the Borrower (including information regarding its financial
strength);



 


		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 and ARC Global II REIT 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;



 


		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 the master
lease agreement for the Property is 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;



 




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		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 the Loans and the Property; and



 


		13.	at the Bank’s written request, 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).



 


		14.	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 Loans, the Property, and the Borrower.



 


Section 8


Financial Covenants


 


		1.	Loan to value ratio (LTV)



 


		(a)	The Borrower shall maintain an LTV of no more than
75% in respect to the Property throughout the entire term of this agreement as long as the B Loan is outstanding (“LTV
I”).



 


		(b)	If and when the B Loan is repaid in full, the Borrower
shall maintain an LTV of no more than 60% in respect to the Property throughout the entire term of this agreement (“LTV
2”).



 


		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 amount of the Loans net of any balance on the Cash Sweep Account 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 5 July of each calendar year (each a “Calculation Date”).



 




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		(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 Loans under this agreement, the initial valuation
was prepared by Marion Rahn, appraiser of JKT Immobilien GmbH, on 1 June 2015 and reviewed by Robert Busch, appraiser of the Bank,
on 8 June 2015 (the “Initial Valuation Report”) with an LTV of 75% (net market value of the Property compared
to the aggregate amount of the Loan facilities available under this agreement).



 


		(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 (in particular regarding the
methodology) 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 all subsequent revaluations are borne by the Borrower (i) every third
year after the date of this agreement, (ii) if it is a Qualifying Extraordinary Valuation Report, and (iii) if a Default or an
Event of Default has occurred.



 


		(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



 


The Borrower shall maintain a Debt
Yield of at least 9%, or, beginning from the second year after the Utilization Date, of at least 1 1% throughout the entire term
of the Loans.


 




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		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 amount of the Loans 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 master lease agreement 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 7 Clause 3. above) and the actual
figures determined during the last Calculation Period.



 


		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 1 exceeds 75% or the LTV 2 exceeds 60% (as
applicable), then the Borrower shall:



 


		(i)	pay to the Bank the increased Margin in respect of
the A Loan pursuant to paragraph (e) of Clause 2. of Section 3; and



 


		(ii)	(partially) prepay the B Loan (and, if the B Loan has
been repaid in full, the A 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 original aggregate amount of the
Loans in addition to the applicable Repayment Installments, or



 


		(B)	such higher amortization rate that is necessary to
remedy the breach of the LTV 1 by the Second B Loan Maturity Date at the latest or (if the B Loan has been repaid in full) to
remedy the breach of the LTV 2 by the Second A Loan Maturity Date at the latest;



 




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in the cases of the above sub-paragraphs
(i) and (ii), unless the Borrower has prepaid the respective Loan by a single payment in an amount required to comply with the
relevant LTV within 15 Business Days after being notified by the Bank of the breach.


 


		(b)	If the LTV 1 exceeds 78% or the LTV 2 exceeds 65% (as
applicable), 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 (for the B
Loan and, if the B Loan has been repaid in full, the A Loan) and any applicable Prepayment Fee (in relation to the A Loan only),
and



 


		(ii)	(partially) prepay the B Loan (and, if the B Loan has
been repaid in full, the A Loan) in a single payment in an amount required to comply with the relevant LTV within 15 Business
Days after being notified by the Bank of the breach, whereas prepayment cure payments are only permitted:



 


		(A)	in relation to the LTV 1, four times until the Second
A Loan Maturity Date; and



 


		(B)	in relation to the LTV 2, five times until the Second A Loan Maturity Date.



 


		(c)	If the Debt Yield is less than 11% beginning from the
second year after the Utilization Date, the Borrower shall, subject to the following sentence of this paragraph:



 


		(i)	(partially) prepay the B Loan (and, if the B Loan has
been repaid in full, the A 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 if and to the extent it
has been actually applied in the prepayment under this paragraph; for the avoidance of doubt, any amount standing to the Cash
Sweep Account will not be taken into account for the calculation of the required prepayment amount if it has not been actually
applied in the prepayment under this paragraph), whereas prepayment cure payments are only permitted five times until the Second
A Loan Maturity Date; and



 


		(ii)	pay the pro rata Prepayment Compensation (for the B
Loan and, if the B Loan has been repaid in full, the A Loan) and any applicable Prepayment Fee (in relation to the A Loan only).



 


The Borrower may, instead of making
the (pre-)payments set out in above, agree to the occurrence of a Cash Sweep Event and it shall then comply with the terms of Section
11 with regard to the breach of the Debt Yield.


 




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		(d)	If the Debt Yield is below 9%, then the foregoing paragraph
(c) does not apply the Borrower shall (notwithstanding the Bank’s termination rights pursuant to Section 12):



 


		(i)	(partially) prepay the B Loan (and, if the B Loan has
been repaid in full, the A 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 if and to the extent it
has been actually applied in the prepayment under this paragraph; for the avoidance of doubt, any amount standing to the Cash
Sweep Account will not be taken into account for the calculation of the required prepayment amount if it has not been actually
applied in the prepayment under this paragraph), whereas prepayment cure payments are only permitted five times until the Second
A Loan Maturity Date; and



 


		(ii)	pay the pro rata Prepayment Compensation (for both
the A Loan and the B Loan) and any applicable Prepayment Fee (in relation to the A Loan only).



 


Section 9


Representation and Warranties


 


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


 


		1.	It is a Delaware limited liability company duly organized
and validly existing and in good standing under the applicable laws in the state of Delaware (United States of America).



 


		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 and the Hedging Agreement.



 


		3.	The entry into, execution and performance by the Borrower
of any of the Finance Documents and any Hedging Agreement 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 and any Hedging Agreement are legal, valid, binding and enforceable obligations in accordance with
their terms.



 




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		5.	No insolvency proceedings or similar proceedings under
United States law (including, without limitation, the federal laws of the United States, the laws of the State of Delaware and
the laws of any state or other political sub-division of the United States). Dutch law or any other applicable jurisdiction has
been opened or applied for and the filing of such an application is not impending. The Borrower is Solvent after giving effect
to the initial Loans, the application of the proceeds of the Loans in accordance with the terms of this Agreement and the payment
of all estimated legal, accounting and other fees related to this Agreement and the transactions contemplated by this Agreement.
For the purposes of this Agreement, “Solvent” shall mean with respect to such person on any date of determination
that (a) the fair value of the property of such person is greater than the total amount of liabilities (including contingent and
unliquidated liabilities) of such person; (b) the present fair saleable value of the assets of such person is not less than the
amount which will be required to pay the probable liability of such person on its debts as they become absolute and mature; (c)
such person does not intend to, and does not believe that it will, incur debts or liabilities beyond such person’s ability to
pay such debts and liabilities as they mature and (d) such person is not engaged in a business or transaction, and is not about
to engage in a business or transaction, for which such person’s property would constitute unreasonably small capital. In computing
the amount of such contingent or unliquidated liabilities at any time, such liabilities will be computed at the amount which,
in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become
an actual and matured liability.



 


		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 subordinated
debt under the Security Documents.



 


		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
other than as disclosed in Appendix 5.



 


		10.	Except for the security to be provided under or in
connection with this agreement and other than as disclosed in Appendix 5 and in the other 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 which would have a material adverse effect in the sense of Section 7 no. 10).



 


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



 




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		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.	The Borrower is not engaged nor will
                                         it engage, principally or as one of its important activities, in the business of purchasing
                                         or carrying or extending credit for the purpose of purchasing or carrying margin stock
                                         (“Margin Stock”) within the meaning of Regulations T, U and X of the
                                         Board of Governors of the Federal Reserve System of the United States (or any successor)
                                         (“Regulations T, U, X”). None of the proceeds of the Loans or other
                                         extensions of credit under this agreement will be used, directly or indirectly, for the
                                         purpose of buying or carrying any Margin Stock.



 


		15.	Neither the Borrower nor any person
                                         controlling the Borrower is or is required to be registered as an “investment company”
                                         under the US Investment Company Act of 1940 of the United States (the “1940
                                         Act”).



 


		16.	The Borrower has filed or caused to be filed on a timely basis (and, where applicable, has been
included in) all material tax returns, reports and statements (whether federal, state, local or otherwise) applicable to it in
all jurisdictions in which such returns, reports and statements are required to be filed. All such tax returns are correct and
complete in all material respects. The Borrower on a timely basis has paid all material taxes due whether or not shown on any tax
return, together with applicable interest and penalties, except to the extent such taxes are contested in good faith by proper
proceedings.



 


		17.	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 14 the representations and warranties listed above are repeated by the Borrower at the Utilization Date and on each Interest
Payment Date and are deemed to be issued as new on the corresponding day.


 


Section 10


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.



 




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		3.	The Borrower will ensure that no funds used to pay the obligations under the Finance Documents are derived from any unlawful
activity.



 


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



 


		(a)	Insurance



 


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



 


		(ii)	to ensure that insurance against damage from the elements (Elementarwertversicherung) and
building liability insurance exists throughout the entire term of the Loans;



 


		(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 10 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 10 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;



 




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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;



 


		(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 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 the master lease agreements (representing more than
20 per cent of the aggregate current 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 master lease agreements 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 Accounts 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 and any Hedging Agreement;



 


		(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 and any Hedging Agreement, and all statutory requirements as are necessary
to enable it to perform its obligations under the Finance Documents and any Hedging Agreement 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;
and



 


		(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 additional 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.



 




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Section 11


Accounts
/ Cash Sweep


 


		1.	Accounts



 


The Borrower must maintain exclusively
the following accounts in the name of the Borrower:


 


		(a)	a rent account designated the “Rent Account”;



 


		(b)	a deposit account designated the
                                         “Cash Reserve Account” to be established after five years following
                                         the Utilization Date which must be used for capital expenditure, tenant incentives &
                                         fit outs, etc. and which must be pledged in favor of the Bank on terms acceptable to
                                         the Bank;



 


		(c)	a deposit account with the Bank
                                         designated the “Cash Sweep Account” which has to be opened with the
                                         Bank at the latest on the First B Loan Maturity Date and pledged in favor of the Bank;
                                         and



 


		(d)	a current account designated the
                                         “General Account”



 


(the Rent Account, the Cash Reserve
Account, the Cash Sweep Account and the General Account are together referred to as the “Accounts”).


 


		2.	Rent Account



 


The Borrower undertakes to ensure
that all rental income from the Property, including payments of ancillary costs from the tenants as well as any other receivables,
are exclusively paid into the Rent Account.


 


		3.	Cash Reserve Account



 


		(a)	Beginning from 30 September 2020, the Borrower shall, on each Interest Payment Date, pay 20% of
its free cash flow into the Cash Reserve Account and shall ensure that at least the (minimum) amounts set out in the following
table are standing to the credit of the Cash Reserve Account on the dates specified in the following table:



 


	Date	 	minimum cash reserve amount:
	30 December 2021	 	EUR 600,000
	30 December 2022	 	EUR 1,200,000
	30 December 2023	 	EUR 1,800,000
	30 December 2024	 	FUR 2,400,000
	Second A Loan Maturity Date	 	EUR 3,000,000



 


		(b)	The Borrower may use this amount standing to the credit of the Cash Reserve Account for capital
expenditure, tenant incentives & fit outs if these dispositions are made in compliance with the master lease agreements for
the Property and with the prior consent of the Bank.



 




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		4.	Cash Sweep



 


		(a)	A cash sweep event (each a “Cash Sweep Event”) has occurred if:



 


		(i)	the B Loan is not repaid in full within one (1) year after the Utilization Date;



 


		(ii)	in the case of a Debt Yield breach,
                                         the Borrower agrees thereto pursuant to Section 8 Clause 5. (Legal consequence of
                                         a breach of the financial covenants) paragraph (c).



 


		(b)	If and as long as a Cash Sweep Event is outstanding, the Borrower must disburse the credit balance
standing on the Rent Account and on the General Account in the following order of payments:



 


		(i)	firstly, to settle the expenses necessary for the operation and maintenance
of the Property (including costs and expenses which are necessary to preserve the value of the Property), excluding any capital
expenditures, but including taxes as well as any other public duties due with respect to the Property plus property management
fees in an amount of 2% of the annual aggregate rent;



 


		(ii)	secondly, in payment to the Bank regarding any fees and Interest due but unpaid
under the Finance Documents;



 


		(iii)	thirdly, in payment of periodical payments under a Hedging Agreement (excluding
payments for the termination of a Hedging Agreement); and



 


		(iv)	fourthly, the remaining surplus to the Cash Sweep Account.



 


		(c)	On each Interest Payment Date, the Bank may apply all sums standing to the credit of the Cash Sweep
Account in prepayment of the Loans pursuant to the terms of this agreement, specifically pursuant to Clause 7 of Section 4.



 


		(d)	The Bank shall release any sums standing to the credit of the Cash Sweep Account to the Rent Account
if and when the Cash Sweep Event ceases to exist and no other Cash Sweep Event or any Event of Default has occurred and is outstanding.



 


		5.	General Account



 


On each Interest Payment Date,
after having satisfied any applicable payment obligations pursuant to the foregoing Clauses of this Section 11, the Borrower may
pay the balance standing to the credit of the Rent Account to the General Account and dispose of them and distribute them to its
shareholders if no Event of Default is outstanding and such disposals and distributions do not violate the other provisions of
this agreement and the other Finance Documents.


 




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Section 12


Events of Default / Termination


 


		1.	The Bank has the right to terminate the Loans 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 Loans are not used for the stated purpose, or if no proof of proper use of the Loans 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 the
Loans 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 1 exceeds 78% or the
                                         LTV 2 exceeds 65% (as applicable) and/or the Debt Yield is below 9% and/or the Borrower
                                         does not comply with its obligations set out in Section 8 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 6, Section 7 and Section 10 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;



 


		(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 of the earlier of (i) the Bank giving
notice of the misrepresentation of the Borrower and (ii) the Borrower becoming aware of the misrepresentation;



 


		(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;



 




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		(i)	if the Borrower terminates the master lease agreement existing for the Property in whole or in
part itself in violation of Section 10 Clause 4.(f) 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 master 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 any other person which is a party to any Subordination Agreement (other than the Bank) makes
any enforcement action which is not permitted under the relevant Subordination Agreement;



 


(k)


 


		(i)	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 and has lost its creditworthiness, 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 (other than US Debtor Relief Laws), or



 


		(ii)	if the Borrower is subject to bankruptcy, insolvency, suspension of payments, moratorium of any
indebtedness, controlled management, winding-up, dissolution, composition, compromise, assignment or arrangement with any creditor,
judicial winding-up, or similar proceedings (other than US Debtor Relief Laws), unless applied for in bad faith (missbräuchlich)
and not dismissed within 20 Business Days;



 


		(l)	if any forced sale, administration proceedings, writ or warrant of attachment or execution or similar
process or enforcement proceedings or compulsory execution measures have been initiated (other than those referred to in Section
4 Clause 4 (Mandatory prepayment)) with respect to the Property and/or assets related thereto, and are not dismissed released,
vacated or fully bonded within 20 Business Days (provided, that the Borrower hereby expressly authorizes Bank to appear in any
court conducting any relevant proceeding during such 20 Business Day period to preserve, protect and defend their rights under
the Finance Documents);



 


		(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, or any Hedging Agreement; and



 




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



 


		3.	If the Loans become 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 Loans.



 


Section 13


Tax-Gross-Up and Indemnities


 


		1.	In this agreement, “Tax Deduction” means a deduction or withholding for or on
account of any taxes or fees from a payment under a Finance Document, other than a FATCA Deduction.



 


		2.	All payments to be made by the Borrower must be made without any Tax Deduction (unless the Borrower
would be required by law to make a Tax Deduction).



 


		3.	If the Borrower is required by law to make a Tax Deduction, the Borrower shall:



 


		(a)	make that Tax Deductions on its 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 of any Tax Deduction, and



 


		(c)	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 relation to a FATCA Deduction required to be made by a party to this agreement
or 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. Notwithstanding anything to the contrary in this paragraph, in no event will the indemnified party be required
to pay any amount to an indemnifying party pursuant to this paragraph the payment of which would place the indemnified party in
a less favorable net after-tax position than the indemnified party would have been in if the tax subject to indemnification and
giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts with respect to such tax had never been paid. This paragraph shall not be construed to require any indemnified party to
make available its tax returns (or any other information relating to its taxes that it deems confidential) to the indemnifying
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		4.	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).



 


		5.	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


FATCA


 


		1.	Definitions



 


“Code” means the US Internal Revenue
Code of 1986.


 


“FATCA” means:


 


		(a)	sections 1471 to 1474 of the Code or any associated regulations;



 


		(b)	any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement
between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred
to in paragraph (a) above; or



 


		(c)	any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs
(a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other
jurisdiction.



 


“FATCA Application Date” means:


 


		(a)	in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code
(which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;



 


		(b)	in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the
Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources
within the US), 1 January 2017; or



 


		(c)	in relation to a “passthru payment” described in section 1471(d)(7) of the Code not
falling within paragraphs (a) or (b) above, 1 January 2017,



 


or, in each case, such other
date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA
after the date of this agreement.


 


“FATCA Deduction”
means a deduction or withholding from a payment under a Finance Document required by FATCA.


 


“FATCA Exempt Party”
means a party to this agreement that is entitled to receive payments free from any FATCA Deduction.


 


“US Tax Obligor” means the
Borrower if it is resident for tax purposes in the US.


 




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		2.	FATCA information



 


		(a)	Subject to paragraph (c) below, each party to this agreement shall, within ten (10) Business Days
of a reasonable request by another party to this agreement:



 


		(i)	confirm to that other party whether it is:



 


		(A)	a FATCA Exempt Party; or



 


		(B)	not a FATCA Exempt Party;



 


		(ii)	supply to that other party such forms, documentation and other information relating to its status
under FATCA as that other party reasonably requests for the purposes of that other party’s compliance with FATCA; and



 


		(iii)	supply to that other party such forms, documentation and other information relating to its status
as that other party reasonably requests for the purposes of that other party’s compliance with any other law, regulation,
or exchange of information regime.



 


		(b)	If a party to this agreement confirms to another party to this agreement pursuant to paragraph
(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt
Party, that party shall notify that other party reasonably promptly.



 


		(c)	Paragraph (a) above does not oblige the Bank and its permitted successors, transferees, and assignees
to do anything, and paragraph (a)(iii) above does not oblige any other party to do anything, which would or might in its reasonable
opinion constitute a breach of:



 


		(i)	any law or regulation;



 


		(ii)	any fiduciary duty; or



 


		(iii)	any duty of confidentiality.



 


		(d)	If a party to this agreement fails to confirm whether or not it is a FATCA Exempt Party or to supply
forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance
of doubt, where paragraph (c) above applies), then such party shall be treated for the purposes of the Finance Documents (and payments
under them) as if it is not a FATCA Exempt Party until such time as the party in question provides the requested confirmation,
forms, documentation or other information.



 


		(e)	the Borrower is a US Tax Obligor or the Bank reasonably believes that its obligations under FATCA
or any other applicable law or regulation require it, each lender pursuant to this agreement shall, within ten (10) Business Days
of:



 


		(i)	where the Borrower is a US Tax Obligor and the relevant lender is the Bank, the date of this Agreement;



 


		(ii)	where a Borrower is a US Tax Obligor on a transfer date and the relevant lender is a new lender,
the relevant transfer date;



 


		(iii)	the date a new US Tax Obligor accedes as a Borrower; or



 




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		(iv)	where the Borrower is not a US Tax Obligor, the date of a request from the Bank,



 


supply to the Borrower:


 


		(A)	a withholding certificate on Form W-8. Form W-9 or any other relevant form; or



 


		(B)	any withholding statement or other document, authorisation or waiver as the Bank may require to
certify or establish the status of such lender under FATCA or that other law or regulation.



 


		(f)	If any withholding certificate, withholding statement, document, authorisation or waiver provided
to the Bank by a new lender pursuant to paragraph (c) above is or becomes materially inaccurate or incomplete, that lender shall
promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to
the Bank unless it is unlawful for the new lender to do so (in which case the new lender shall promptly notify the Bank). The Bank
shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrower.



 


		(g)	The Bank may rely on any withholding certificate, withholding statement, document, authorisation
or waiver it receives from a new lender pursuant to paragraph (e) or (f) above without further verification. The Bank is not be
liable for any action taken by it under or in connection with paragraphs (e) or (f) above.



 


		3.	FATCA Deduction



 


		(a)	Each party to this agreement may make any FATCA Deduction it is required to make by FATCA, and
any payment required in connection with that FATCA Deduction, and no party is required to increase any payment in respect of which
it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.



 


		(b)	Each party to this agreement shall promptly, upon becoming aware that it must make a FATCA Deduction
(or that there is any change in the rate or the basis of such FATCA Deduction), notify the party to this agreement to whom it is
making the payment and, in addition (if applicable), shall notify the Borrower, and the Bank shall notify the other finance parties
under this agreement.



 


Section 15


Assignment/Transfer of the Credit 


Risk/Disclosure of Information


 


1.


 


		(a)	The transfer of the economic risk of granting the Loans 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 Loans
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).



 




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		(b)	The Bank, acting for these purposes solely as a non-fiduciary agent of the Borrower, shall maintain
a register (the “Register”) for the recordation of, and shall record, the names and addresses of any lender and the
respective amounts of the economic interests in the Loans of each lender to the Borrower from time to time. The Bank shall update
the Register to reflect any assignments or transfers of economic interests made pursuant to Clause 1.(a) of this Section 15 of
the agreement and, notwithstanding anything else in this agreement, such assignments or transfers are not effective for purposes
of this agreement until reflected in the Register. The Bank shall not be obligated to disclose all or any portion of the Register
to any person except to the extent that such disclosure is necessary to establish that such Loan or other obligation is in registered
form under Section 5f.103-1(c) of the United States Treasury Regulations. Absent manifest error, the entries in the Register shall
be conclusive and binding for all purposes and the Borrower, the Bank and the lenders shall treat each person whose name is recorded
in the Register as lender hereunder for all purposes of this Agreement.



 


		2.	For the purposes of this Section 15, 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.



 


		3.	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.



 


		4.	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).



 


		5.	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 arc 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.



 




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Section 16

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:



 


c/o Moor Park Capital Partners LLP


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


Tel: +44 (0)203 0111 581


Fax: +44 (0)20 3011 1573


Attn.: Mr Graydon Butler


Email: graydon.butler@moorparkcapital.com


 


C/C to American Realty Capital


Address: 405 Park Ave, 14th Floor | New York, NY 10022
| (877) 373-2522 |


T: (646) 381-0604


Fax: (212) 421-5799


Attn.: Mr Michael Ead


Email: MEad@nyrt.com


 


Section 17

Information under the German Mon-

ey 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.


 


x
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.)


 




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		3.	If one or more of the above boxes are ticked, the Borrower is obliged – prior to utilization
of the Loans – 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.



 


Section 18


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 arc 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.



 






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



 


***




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Signatures – Term Loan Facilities
Agreement


 


Signed in the name and on behalf of the Borrower:


 


	ARC INGAMNE001, LLC
	 	 	 	 	 
	 	/s/ Jesse
    C. Galloway	 	 	 
	Name:	Jesse C. Galloway	 	Name:	 
	Title:	Authorized Signatory	 	Title:	 


 


	Legitimation	 
	 	 
	 	 
	......................................................	 
	 	 
	......................................................	 
	 	 
	......................................................	 
	Legitimation geprüft und für die Richtigkeit der Unterschrift(en):	 


  


Signed 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: ARC INGAMNE001, LLC


 


To: Deutsche Postbank AG


 


Dated:


 


Dear Sirs,


 


Utilization Request – term loan facilities agreement
relating to the real estate property Haarlerbergpark, 13-23, Amsterdam Zuidoost, Netherlands dated June 23 2015 (the “Agreement”)


 


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


 


We wish to borrow the Loans pursuant to the terms of the Agreement
on 30 June 2015 (proposed Utilization Date).


 


The Loans are to be made to partially finance the acquisition
cost for the Property.


 


We confirm that each representation and warranty under the 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,


 


	ARC INGAMNE001, LLC
	 	 	 
	by: 	/s/
    Jesse C. Galloway	 
	Name:	Jesse C. Galloway	 
	Title:	Authorized Signatory	 





 






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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 Geschäftsbedingungen)


 




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