Loan Agreement



 EXHIBIT 10.9 
 LOAN AGREEMENT 
 Dated as of December 21, 2011 

Between 
 TNP
SRT SUMMIT POINT, LLC, 
 as Borrower 
 and 
 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, 

as Lender 







 TABLE OF CONTENTS 

 

							
	  	  	 	  	Page	 
	 ARTICLE 1 - DEFINITIONS; PRINCIPLES OF CONSTRUCTION
	  	 	1	  
			
	 Section 1.1
	  	 Definitions
	  	 	1	  
	 Section 1.2
	  	 Principles of Construction
	  	 	26	  
		
	 ARTICLE 2 - GENERAL TERMS
	  	 	27	  
			
	 Section 2.1
	  	 Loan Commitment; Disbursement to Borrower
	  	 	27	  
	     2.1.1
	  	 Agreement to Lend and Borrow
	  	 	27	  
	     2.1.2
	  	 Single Disbursement to Borrower
	  	 	27	  
	     2.1.3
	  	 The Note, Mortgage and Loan Documents
	  	 	27	  
	     2.1.4
	  	 Use of Proceeds
	  	 	27	  
	 Section 2.2
	  	 Interest Rate
	  	 	27	  
	     2.2.1
	  	 Interest Rate
	  	 	27	  
	     2.2.2
	  	 Interest Calculation
	  	 	27	  
	     2.2.3
	  	 Default Rate
	  	 	27	  
	     2.2.4
	  	 Usury Savings
	  	 	27	  
	 Section 2.3
	  	 Loan Payment
	  	 	28	  
	     2.3.1
	  	 Monthly Debt Service Payments
	  	 	28	  
	     2.3.2
	  	 Payments Generally
	  	 	28	  
	     2.3.3
	  	 Payment on Maturity Date
	  	 	28	  
	     2.3.4
	  	 Late Payment Charge
	  	 	28	  
	     2.3.5
	  	 Method and Place of Payment
	  	 	28	  
	 Section 2.4
	  	 Prepayments
	  	 	29	  
	     2.4.1
	  	 Voluntary Prepayments
	  	 	29	  
	     2.4.2
	  	 Mandatory Prepayments
	  	 	29	  
	     2.4.3
	  	 Prepayments After Default
	  	 	29	  
	     2.4.4
	  	 Intentionally Deleted
	  	 	29	  
	 Section 2.5
	  	 Intentionally Deleted
	  	 	29	  
	     2.5.1
	  	 Intentionally Deleted
	  	 	29	  
	     2.5.2
	  	 Intentionally Deleted
	  	 	29	  
	     2.5.3
	  	 Intentionally Deleted
	  	 	30	  
	 Section 2.6
	  	 Release of Property
	  	 	30	  
	     2.6.1
	  	 Release of Property
	  	 	30	  
	 Section 2.7
	  	 Lockbox Account/Cash Management
	  	 	30	  
	     2.7.1
	  	 Lockbox Account
	  	 	30	  
	     2.7.2
	  	 Cash Management Account
	  	 	31	  
	     2.7.3
	  	 Payments Received under the Cash Management Agreement
	  	 	32	  
		
	 ARTICLE 3 - CONDITIONS PRECEDENT
	  	 	32	  
			
	 Section 3.1
	  	 Conditions Precedent to Closing
	  	 	32	  


  
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	 ARTICLE 4 - REPRESENTATIONS AND WARRANTIES
	  	 	32	  
			
	 Section 4.1
	  	 Borrower Representations
	  	 	32	  
	     4.1.1
	  	 Organization
	  	 	32	  
	     4.1.2
	  	 Proceedings
	  	 	33	  
	     4.1.3
	  	 No Conflicts
	  	 	33	  
	     4.1.4
	  	 Litigation
	  	 	33	  
	     4.1.5
	  	 Agreements
	  	 	33	  
	     4.1.6
	  	 Title
	  	 	34	  
	     4.1.7
	  	 Solvency
	  	 	34	  
	     4.1.8
	  	 Full and Accurate Disclosure
	  	 	34	  
	     4.1.9
	  	 No Plan Assets
	  	 	35	  
	     4.1.10
	  	 Compliance
	  	 	35	  
	     4.1.11
	  	 Financial Information
	  	 	35	  
	     4.1.12
	  	 Condemnation
	  	 	35	  
	     4.1.13
	  	 Federal Reserve Regulations
	  	 	35	  
	     4.1.14
	  	 Utilities and Public Access
	  	 	36	  
	     4.1.15
	  	 Not a Foreign Person
	  	 	36	  
	     4.1.16
	  	 Separate Lots
	  	 	36	  
	     4.1.17
	  	 Assessments
	  	 	36	  
	     4.1.18
	  	 Enforceability
	  	 	36	  
	     4.1.19
	  	 No Prior Assignment
	  	 	36	  
	     4.1.20
	  	 Insurance
	  	 	36	  
	     4.1.21
	  	 Use of Property
	  	 	36	  
	     4.1.22
	  	 Certificate of Occupancy; Licenses
	  	 	36	  
	     4.1.23
	  	 Flood Zone
	  	 	37	  
	     4.1.24
	  	 Physical Condition
	  	 	37	  
	     4.1.25
	  	 Boundaries
	  	 	37	  
	     4.1.26
	  	 Leases
	  	 	37	  
	     4.1.27
	  	 Survey
	  	 	38	  
	     4.1.28
	  	 Inventory
	  	 	38	  
	     4.1.29
	  	 Filing and Recording Taxes
	  	 	38	  
	     4.1.30
	  	 Special Purpose Entity/Separateness
	  	 	38	  
	     4.1.31
	  	 Management Agreement
	  	 	38	  
	     4.1.32
	  	 Illegal Activity
	  	 	38	  
	     4.1.33
	  	 No Change in Facts or Circumstances; Disclosure
	  	 	38	  
	     4.1.34
	  	 Investment Company Act
	  	 	39	  
	     4.1.35
	  	 Embargoed Person
	  	 	39	  
	     4.1.36
	  	 Principal Place of Business; State of Organization
	  	 	39	  
	     4.1.37
	  	 Environmental Representations and Warranties
	  	 	39	  
	     4.1.38
	  	 Cash Management Account
	  	 	40	  
	 Section 4.2
	  	 Survival of Representations
	  	 	41	  
		
	 ARTICLE 5 - BORROWER COVENANTS
	  	 	42	  
			
	 Section 5.1
	  	 Affirmative Covenants
	  	 	42	  
	     5.1.1
	  	 Existence; Compliance with Legal Requirements
	  	 	42	  
	     5.1.2
	  	 Taxes and Other Charges
	  	 	43	  


  
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	     5.1.3
	  	 Litigation
	  	 	43	  
	     5.1.4
	  	 Access to Property
	  	 	43	  
	     5.1.5
	  	 Notice of Default
	  	 	44	  
	     5.1.6
	  	 Cooperate in Legal Proceedings
	  	 	44	  
	     5.1.7
	  	 Perform Loan Documents
	  	 	44	  
	     5.1.8
	  	 Award and Insurance Benefits
	  	 	44	  
	     5.1.9
	  	 Further Assurances
	  	 	44	  
	     5.1.10
	  	 Principal Place of Business, State of Organization
	  	 	44	  
	     5.1.11
	  	 Financial Reporting
	  	 	45	  
	     5.1.12
	  	 Business and Operations
	  	 	47	  
	     5.1.13
	  	 Title to the Property
	  	 	47	  
	     5.1.14
	  	 Costs of Enforcement
	  	 	47	  
	     5.1.15
	  	 Estoppel Statement
	  	 	47	  
	     5.1.16
	  	 Loan Proceeds
	  	 	48	  
	     5.1.17
	  	 Performance by Borrower
	  	 	48	  
	     5.1.18
	  	 Confirmation of Representations
	  	 	48	  
	     5.1.19
	  	 Environmental Covenants
	  	 	48	  
	     5.1.20
	  	 Leasing Matters
	  	 	50	  
	     5.1.21
	  	 Alterations
	  	 	51	  
	     5.1.22
	  	 Operation of Property
	  	 	52	  
	     5.1.23
	  	 Embargoed Person
	  	 	52	  
	 Section 5.2
	  	 Negative Covenants
	  	 	55	  
	     5.2.1
	  	 Operation of Property
	  	 	55	  
	     5.2.2
	  	 Liens
	  	 	55	  
	     5.2.3
	  	 Dissolution
	  	 	55	  
	     5.2.4
	  	 Change In Business
	  	 	56	  
	     5.2.5
	  	 Debt Cancellation
	  	 	56	  
	     5.2.6
	  	 Zoning
	  	 	56	  
	     5.2.7
	  	 No Joint Assessment
	  	 	56	  
	     5.2.8
	  	 Intentionally Omitted
	  	 	56	  
	     5.2.9
	  	 ERISA
	  	 	56	  
	     5.2.10
	  	 Transfers
	  	 	57	  
		
	 ARTICLE 6 - INSURANCE; CASUALTY; CONDEMNATION;
	  	 	60	  
			
	 Section 6.1
	  	 Insurance
	  	 	60	  
	 Section 6.2
	  	 Casualty
	  	 	64	  
	 Section 6.3
	  	 Condemnation
	  	 	64	  
	 Section 6.4
	  	 Restoration
	  	 	65	  
		
	 ARTICLE 7 - RESERVE FUNDS
	  	 	68	  
			
	 Section 7.1
	  	 Required Repairs
	  	 	68	  
	     7.1.1
	  	 Deposits
	  	 	68	  
	     7.1.2
	  	 Release of Required Repair Funds
	  	 	69	  
	 Section 7.2
	  	 Tax and Insurance Escrow Fund
	  	 	69	  
	 Section 7.3
	  	 Replacements and Replacement Reserve
	  	 	71	  
	     7.3.1
	  	 Replacement Reserve Fund
	  	 	71	  
	     7.3.2
	  	 Disbursements from Replacement Reserve Account
	  	 	71	  


  
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	     7.3.3
	  	 Performance of Replacements
	  	 	72	  
	     7.3.4
	  	 Failure to Make Replacements
	  	 	75	  
	     7.3.5
	  	 Balance in the Replacement Reserve Account
	  	 	75	  
	 Section 7.4
	  	 Rollover Reserve
	  	 	75	  
	     7.4.1
	  	 Deposits to Rollover Reserve Fund
	  	 	75	  
	     7.4.2
	  	 Withdrawal of Rollover Reserve Funds
	  	 	75	  
	 Section 7.5
	  	 Excess Cash Flow Reserve Fund
	  	 	76	  
	     7.5.1
	  	 Deposits to Excess Cash Flow Reserve Fund
	  	 	76	  
	     7.5.2
	  	 Release of Excess Cash Flow Reserve Funds
	  	 	76	  
	 Section 7.6
	  	 Reserve Funds, Generally
	  	 	76	  
		
	 ARTICLE 8 - DEFAULTS
	  	 	78	  
			
	 Section 8.1
	  	 Event of Default
	  	 	78	  
	 Section 8.2
	  	 Remedies
	  	 	80	  
	 Section 8.3
	  	 Remedies Cumulative; Waivers
	  	 	81	  
		
	 ARTICLE 9 - SPECIAL PROVISIONS
	  	 	82	  
			
	 Section 9.1
	  	 Securitization
	  	 	82	  
	     9.1.1
	  	 Sale of Notes and Securitization
	  	 	82	  
	     9.1.2
	  	 Securitization Costs
	  	 	83	  
	 Section 9.2
	  	 Intentionally Omitted
	  	 	83	  
	 Section 9.3
	  	 Exculpation
	  	 	83	  
	 Section 9.4
	  	 Matters Concerning Manager
	  	 	85	  
	 Section 9.5
	  	 Servicer
	  	 	86	  
		
	 ARTICLE 10 - MISCELLANEOUS
	  	 	86	  
			
	 Section 10.1
	  	 Survival
	  	 	86	  
	 Section 10.2
	  	 Lender’s Discretion
	  	 	86	  
	 Section 10.3
	  	 Governing Law
	  	 	86	  
	 Section 10.4
	  	 Modification, Waiver in Writing
	  	 	88	  
	 Section 10.5
	  	 Delay Not a Waiver
	  	 	88	  
	 Section 10.6
	  	 Notices
	  	 	88	  
	 Section 10.7
	  	 Trial by Jury
	  	 	89	  
	 Section 10.8
	  	 Headings
	  	 	90	  
	 Section 10.9
	  	 Severability
	  	 	90	  
	 Section 10.10
	  	 Preferences
	  	 	90	  
	 Section 10.11
	  	 Waiver of Notice
	  	 	90	  
	 Section 10.12
	  	 Remedies of Borrower
	  	 	90	  
	 Section 10.13
	  	 Expenses; Indemnity
	  	 	90	  
	 Section 10.14
	  	 Schedules Incorporated
	  	 	92	  
	 Section 10.15
	  	 Offsets, Counterclaims and Defenses
	  	 	92	  
	 Section 10.16
	  	 No Joint Venture or Partnership; No Third Party Beneficiaries
	  	 	92	  
	 Section 10.17
	  	 Publicity
	  	 	92	  
	 Section 10.18
	  	 Waiver of Marshalling of Assets
	  	 	93	  
	 Section 10.19
	  	 Waiver of Counterclaim
	  	 	93	  
	 Section 10.20
	  	 Conflict; Construction of Documents; Reliance
	  	 	93	  
	 Section 10.21
	  	 Brokers and Financial Advisors
	  	 	93	  


  
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	 Section 10.22
	  	 Prior Agreements
	  	 	94	  
	 Section 10.23
	  	 Joint and Several Liability
	  	 	94	  
	 Section 10.24
	  	 Certain Additional Rights of Lender (VCOC)
	  	 	94	  

 SCHEDULES 
  

					
	Schedule I	  	–	  	Rent Roll
			
	Schedule II	  	–	  	Required Repairs - Deadlines for Completion
			
	Schedule III	  	–	  	Organizational Chart of Borrower
			
	Schedule IV	  		  	Description of Leasehold Parcel


  
 -v-









 LOAN AGREEMENT 

THIS LOAN AGREEMENT, dated as of December 21, 2011 (as amended, restated, replaced, supplemented or otherwise modified from
time to time, this “Agreement”), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York
10179 (“Lender”) and TNP SRT SUMMIT POINT, LLC, a Delaware limited liability company, having its principal place of business at 1900 Main Street, Suite 700, Irvine, California 92614 (“Borrower”). 

W I T N E S S E T H: 

WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from Lender; and 

WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the
other Loan Documents (as hereinafter defined). 
 NOW THEREFORE, in consideration of the making of the Loan by Lender and
the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows: 
 ARTICLE 1 - DEFINITIONS; PRINCIPLES OF CONSTRUCTION. 
 Section 1.1
Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: 
 “Accrual Period” shall mean the period commencing on and including the first (1st) day of each calendar month during the term of the Loan and ending on and including the final
calendar date of such calendar month; however, the initial Accrual Period shall commence on and include the Closing Date and shall end on and include the final calendar date of the calendar month in which the Closing Date occurs. 

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled
by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person. 

“Affiliated Manager” shall mean any Manager in which Borrower, Principal, or Guarantor has, directly or indirectly, any
legal, beneficial or economic interest. 
 “Agent” shall mean Wells Fargo Bank, National Association, or any
successor Eligible Institution acting as Agent under the Cash Management Agreement. 
 “Annual Budget” shall
mean the operating budget, including all planned Capital Expenditures, for the Property prepared by Borrower in accordance with Section 5.1.11.(d) hereof for the applicable Fiscal Year or other period. 







 “Approved Annual Budget” shall have the meaning set forth in
Section 5.1.11(d) hereof. 
 “Assignment of Management Agreement” shall mean that certain
Assignment of Management Agreement and Subordination of Management Fees, dated as of the date hereof, among Lender, Borrower and Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

 “Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation.

 “Bankruptcy Action” shall mean with respect to any Person (a) such Person filing a voluntary petition
under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law;
(c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law;
(d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of the Property; (e) such Person making an assignment for the
benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due. 
 “Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. §101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all
rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law. 

“Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and
permitted assigns. 
 “Borrower Remainder Subaccount” shall have the meaning set forth in the Cash Management
Agreement. 
 “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which
national banks in New York, New York, or the place of business of the trustee under a Securitization (or, if no Securitization has occurred, Lender), or any Servicer or the financial institution that maintains any collection account for or on behalf
of any Servicer or any Reserve Funds or the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business. 
 “Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing
commissions and tenant improvements). 
 “Cash Management Account” shall have the meaning set forth in
Section 2.7.2 hereof. 

  
 2 








 “Cash Management Agreement” shall mean that certain Cash Management
Agreement, dated as of the date hereof, by and among Borrower, Lender and Agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. 

“Cash Sweep Event” shall mean the occurrence of: (a) an Event of Default; (b) any Bankruptcy Action of
Borrower or Manager; or (c) a DSCR Trigger Event. 
 “Cash Sweep Event Cure” shall mean (a) if the
Cash Sweep Event is caused solely by the occurrence of a DSCR Trigger Event, the achievement of a Debt Service Coverage Ratio of 1.15 to 1.00 or greater for two (2) consecutive quarters based upon the trailing three (3) month period
immediately preceding the date of determination, (b) if the Cash Sweep Event is caused solely by an Event of Default, the acceptance by Lender of a cure of such Event of Default (which cure Lender is not obligated to accept and may reject or
accept in its sole and absolute discretion), or (c) if the Cash Sweep Event is caused solely by a Bankruptcy Action of Manager, if Borrower replaces the Manager with a Qualified Manager under a Replacement Management Agreement within sixty
(60) days after the occurrence of such Bankruptcy Action; provided, however, that, such Cash Sweep Event Cure set forth in this definition shall be subject to the following conditions, (i) no Event of Default shall have
occurred and be continuing under this Agreement or any of the other Loan Documents, (ii) a Cash Sweep Event Cure may occur no more than a total of two (2) times in the aggregate during the term of the Loan, and (iii) Borrower shall
have paid all of Lender’s reasonable expenses incurred in connection with such Cash Sweep Event Cure including, reasonable attorney’s fees and expenses. Notwithstanding the foregoing, there shall be no Cash Sweep Event Cure following a
Cash Sweep Event caused by a Bankruptcy Action of Borrower. 
 “Cash Sweep Period” shall mean each period
commencing on the occurrence of a Cash Sweep Event and continuing until the earlier of (a) the Payment Date next occurring following the related Cash Sweep Event Cure, or (b) until payment in full of all principal and interest on the Loan
and all other amounts payable under the Loan Documents in accordance with the terms and provisions of the Loan Documents. 

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

“Casualty Consultant” shall have the meaning set forth in Section 6.4(b)(iii) hereof. 

“Casualty Retainage” shall have the meaning set forth in Section 6.4(b)(iv) hereof. 

“Cheers” shall have the meaning set forth in Section 7.8.1 hereof. 

“Cheers Lease” shall have the meaning set forth in Section 7.8.1 hereof. 

“Cheers Premises” shall have the meaning set forth in Section 7.8.1 hereof. 

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

“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any
successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form. 

  
 3 








 “Condemnation” shall mean a temporary or permanent taking by any
Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access
thereto or any change of grade affecting the Property or any part thereof. 
 “Condemnation Proceeds” shall
have the meaning set forth in Section 6.4(b). 
 “Control” shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have
correlative meanings. 
 “Debt” shall mean the outstanding principal amount set forth in, and evidenced by,
this Agreement and the Note together with all interest accrued and unpaid thereon and all other sums (including any Yield Maintenance Premium and any Yield Maintenance Default Premium) due to Lender in respect of the Loan under the Note, this
Agreement, the Mortgage or any other Loan Document. 
 “Debt Service” shall mean, with respect to any
particular period of time, the scheduled principal and interest payments due under this Agreement and the Note. 
 “Debt
Service Coverage Ratio” shall mean a ratio for the applicable period in which: 
 (a) the numerator is the Net
Operating Income (excluding interest on credit accounts and using annualized operating expenses for any recurring expenses not paid monthly (e.g., Taxes and Insurance Premiums)) for such period as set forth in the statements required hereunder,
without deduction for (i) actual management fees incurred in connection with the operation of the Property, or (ii) amounts paid to the Reserve Funds, less (A) management fees equal to the greater of (1) assumed management fees
of 4% of Gross Income from Operations and (2) the actual management fees incurred, and (B) annual Replacement Reserve Fund contributions equal to $0.22 per square foot of gross leasable area at the Property, and (C) annual Rollover
Reserve Fund contributions equal to $0.81 per square foot of gross leasable area at the Property; and 
 (b) the denominator is
the aggregate amount of Debt Service for such period. 
 “Default” shall mean the occurrence of any event
hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default. 
 “Default Rate” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (a) the Maximum Legal Rate or (b) five percent (5%) above the Interest Rate.

 “Division” shall mean an administrative or operating unit of a Person as opposed to a separate entity wholly
or partially owned by such Person. 
 “Disclosure Documents” shall have the meaning set forth in
Section 9.1.1(b) hereof. 

  
 4 








 “DSCR Trigger Event” shall mean, that as of the date of determination, the
Debt Service Coverage Ratio based on the trailing three (3) month period immediately preceding the date of such determination is less than 1.10 to 1.00. 
 “Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a
federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or
trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital and
surplus of at least $50,000,000.00 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument. 

“Eligible Institution” shall mean (a) JPMorgan Chase Bank, National Association, (b) a depository institution
or trust company insured by the Federal Deposit Insurance Corporation, the short term unsecured debt obligations or commercial paper of which are rated at least “A-1+” by S&P, “P-1” by Moody’s and “F-1+” by
Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which are rated at least
“AA-” by Fitch and S&P and “Aa3” by Moody’s), or (c) KeyBank, National Association (“KeyBank”) only so long as the ratings of KeyBank’s short term unsecured debt obligations and long-term unsecured
debt obligations effective on the date hereof are not reduced. 
 “Embargoed Person” shall mean any person,
entity or government subject to trade restrictions under U.S. law, including, but not limited to, The USA PATRIOT Act (including the anti terrorism provisions thereof), the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701, et
seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder including those related to Specially Designated Nationals and Specially Designated Global Terrorists, with the result that
the investment in Borrower, Principal or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan made by the Lender is in violation of law. 
 “Environmental Indemnity” shall mean that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan for the
benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. 

“Environmental Law” means any present and future federal, state and local laws, statutes, ordinances, rules, regulations
and the like, as well as common law, relating to protection of human health or the environment, relating to Hazardous Substances, relating to liability for or costs of Remediation or prevention of Releases of Hazardous Substances or relating to
liability for or costs of other actual or threatened danger to human health or the environment. Environmental Law includes, but is not limited to, the following statutes, as amended, any successor thereto, and any regulations promulgated pursuant
thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive 

  
 5 








 
Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Hazardous Substances Transportation Act; the Resource Conservation and Recovery
Act (including but not limited to Subtitle I relating to underground storage tanks); the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking Water Act; the Occupational Safety and
Health Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Policy Act; and the River and Harbors Appropriation Act. Environmental Law also
includes, but is not limited to, any present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like, as well as common law: conditioning transfer of property upon a negative declaration or other approval of a
governmental authority of the environmental condition of the Property; requiring notification or disclosure of Releases of Hazardous Substances or other environmental condition of the Property to any governmental authority or other Person, whether
or not in connection with transfer of title to or interest in property; imposing conditions or requirements in connection with permits or other authorization for lawful activity; relating to nuisance, trespass or other causes of action related to
the Property; or relating to wrongful death, personal injury, or property or other damage in connection with any physical condition or use of the Property. 
 “Environmental Liens” shall have the meaning set forth in Section 5.1.19 hereof. 
 “Environmental Report” shall have the meaning set forth in Section 4.1.37 hereof. 
 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder. 

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof. 

“Excess Cash Flow” shall have the meaning set forth in the Cash Management Agreement. 

“Excess Cash Flow Reserve Account” shall have the meaning set forth in Section 7.5 hereof. 

“Excess Cash Flow Reserve Fund” shall have the meaning set forth in Section 7.5 hereof. 

“Extraordinary Expense” shall have the meaning set forth in Section 5.1.11(e) hereof. 

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31
during each year of the term of the Loan. 
 “Fitch” shall mean Fitch, Inc. 

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

  
 6 








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

“Gross Income from Operations” shall mean, during any period, all sustainable income as reported on the financial
statements delivered by Borrower in accordance with this Agreement, computed in accordance with GAAP, derived from the ownership and operation of the Property from whatever source during such period, including, but not limited to,
(i) Rents from Tenants that are in occupancy, open for business and paying full contractual rent without right of offset or credit, (ii) utility charges, (iii) escalations, (iv) forfeited security deposits, (v) interest on
credit accounts, (vi) service fees or charges, (vii) license fees, (viii) parking fees, (ix) rent concessions or credits, (x) income from vending machines, (xi) business interruption or other loss of income or rental
insurance proceeds, (xii) other required pass-throughs and (xii) interest on Reserve Accounts, if any, but excluding (i) Rents from month-to-month Tenants, Tenants during a free-rent period, or Tenants that are included in any
Bankruptcy Action, (ii) sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, (iii) refunds and uncollectible accounts, (iv) sales of furniture, fixtures and
equipment, (v) Insurance Proceeds (other than business interruption or other loss of income or rental insurance), (vi) Awards, (vii) forfeited or unforfeited security deposits, (viii) utility and other similar deposits and
(ix) any disbursements to Borrower from the Reserve Funds, if any. Gross income shall not be diminished as a result of the Mortgage or the creation of any intervening estate or interest in the Property or any part thereof. 

“Ground Lease” shall mean that certain Ground Lease, dated June 6, 2003, by and between Ground Lessor and CP Summit
Retail, LLC, a Georgia limited liability company, as lessee (“Original Ground Lessee”), as memorialized by that Memorandum of Ground Lease, dated June 6, 2003, by and between Ground Lessor and Original Ground Lessee, recorded
August 7, 2003 in Book 2287, Page 176 in the Fayette County, Georgia records (the “Recording Office”), as amended by that certain First Amendment to Ground Lease, dated
             2003, by and between Ground Lessor and Original Ground Lessee, as amended by that Ground Lessor Estoppel and Agreement, dated December 19, 2011, by and among
Ground Lessor, Borrower, and Lender. 
 “Ground Lessor” shall mean Oddo 85 Property II, LLC, a Georgia limited
liability company, its successors and assigns. 
 “Ground Rent” shall mean all rents and other charges payable
by Borrower under the Ground Lease. 
 “Ground Rent Reserve Account” shall have the meaning set forth in
Section 7.7.1 hereof. 
 “Ground Rent Reserve Fund” shall have the meaning set forth in
Section 7.7.1 hereof. 
 “Guarantor” shall mean TNP. 

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

  
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 “Hazardous Substances” include but are not limited to any and all
substances (whether solid, liquid or gas) defined, listed, or otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, or words of similar meaning or regulatory effect under any
present or future Environmental Laws or that may have a negative impact on human health or the environment, including but not limited to petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead,
radon, radioactive materials, flammables, explosives, mold, mycotoxins, microbial matter and airborne pathogens (naturally occurring or otherwise), but excluding substances of kinds and in amounts ordinarily and customarily used or stored in similar
properties for the purpose of cleaning or other maintenance or operations and otherwise in compliance with all Environmental Laws. 
 “Improvements” shall have the meaning set forth in the granting clause of the Mortgage. 
 “Indebtedness” of a Person, at a particular date, shall mean the sum (without duplication) at such date of (a) all indebtedness or liability of such Person (including, without
limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt or preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase
price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary
course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens,
whether or not the obligations have been assumed (other than the Permitted Encumbrances). 
 “Indemnified
Liabilities” shall have the meaning set forth in Section 10.13(b) hereof. 
 “Indemnified
Parties” shall mean Lender and, its designee, (whether or not it is the Lender), any Affiliate of Lender that has filed any registration statement relating to the Securitization or has acted as the sponsor or depositor in connection with
the Securitization, any Affiliate of Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Securitization, any other co underwriters, co placement agents or co initial purchasers of Securities issued in
the Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who Controls any such Person within the meaning of Section 15 of the Securities Act of
1933 as amended or Section 20 of the Security Exchange Act of 1934 as amended, any Person who is or will have been involved in the origination of the Loan, any Person who is or will have been involved in the servicing of the Loan secured
hereby, any Person in whose name the encumbrance created by the Mortgage is or will have been recorded, any Person who may hold or acquire or will have held a full or partial interest in the Loan secured hereby (including, but not limited to,
investors or prospective investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan secured hereby for the benefit of third parties) as well as the respective
directors, officers, shareholders, partners, 

  
 8 








 
employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including, but not
limited to, any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and including, but not
limited to any successors by merger, consolidation or acquisition of all or a substantial portion of Lender’s assets and business). 
 “Independent Director” shall mean a natural Person who (a) is not at the time of initial appointment, or at any time while serving in such capacity, and is not, and has never been,
and will not while serving as Independent Director be: (i) a stockholder, director (with the exception of serving as the Independent Director of Borrower or Principal), officer, employee, partner, member (other than a “special member”
or “springing member”), manager, attorney or counsel of Borrower, equity owners of Borrower or Guarantor or any Affiliate of Borrower or Guarantor; (ii) a customer, supplier or other person who derives any of its purchases or revenues
from its activities with Borrower or Guarantor, equity owners of Borrower or Guarantor or any Affiliate of Borrower or Guarantor; (iii) a Person Controlling or under common Control with any such stockholder, director, officer, employee,
partner, member, manager, attorney, counsel, equity owner, customer, supplier or other Person; or (iv) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, manager, attorney, counsel, equity
owner, customer, supplier or other Person and (b) has (i) prior experience as an independent director or independent manager for a corporation, a trust or limited liability company whose charter documents required the unanimous consent of
all independent directors or independent managers thereof before such corporation, trust or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under
any applicable federal or state law relating to bankruptcy and (ii) at least three years of employment experience with one or more nationally-recognized companies that provides, inter alia, professional independent directors or
independent managers in the ordinary course of their respective business to issuers of securitization or structured finance instruments, agreements or securities or lenders originating commercial real estate loans for inclusion in securitization or
structured finance instruments, agreements or securities (a “Professional Independent Director”) and is at all times during his or her service as an Independent Director of Borrower or Principal, as applicable, an employee of such a
company or companies. A natural Person who satisfies the foregoing definition except for being (or having been) the independent director or independent manager of a “special purpose entity” affiliated with Borrower (provided such affiliate
does not or did not own a direct or indirect equity interest in an Borrower) shall not be disqualified from serving as an Independent Director, provided that such natural Person satisfies all other criteria set forth above and that the fees such
individual earns from serving as independent director or independent manager of affiliates of Borrower or in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year. A natural
Person who satisfies the foregoing definition other than subparagraph (a)(ii) shall not be disqualified from serving as an Independent Director of Borrower if such individual is a Professional Independent Director and such individual complies
with the requirements of the previous sentence. 
 “Insurance Premiums” shall have the meaning set forth in
Section 6.1(b) hereof. 
 “Insurance Proceeds” shall have the meaning set forth in
Section 6.4(b) hereof. 

  
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 “Interest Rate” shall mean a rate of five and 88/100 percent
(5.88%) per annum. 
 “JPM Tenant” shall have the meaning set forth in Section 7.2 hereof.

 “Lease” shall mean any lease, sublease or subsublease, letting, license, concession or other agreement
(whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in the Property by or on behalf of Borrower, and
(a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and (b) every guarantee of the
performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto. 

“Leasehold Parcel” shall mean the parcel described in Schedule IV attached hereto. 

“Legal Requirements” shall mean, all federal, state, county, municipal and other governmental statutes, laws, rules,
orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting the Property or any part thereof, or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter
enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in
force affecting Borrower, the Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to the Property or any part thereof, or (b) in any way limit the use and
enjoyment thereof. 
 “Lender” shall have the meaning set forth in the introductory paragraph hereto, together
with its successors and assigns. 
 “Lien” shall mean, any mortgage, deed of trust, deed to secure debt,
indemnity deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting Borrower, the Property, any portion thereof or any interest therein, including, without limitation,
any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar
liens and encumbrances. 
 “Loan” shall mean the loan made by Lender to Borrower pursuant to this Agreement.

 “Loan Documents” shall mean, collectively, this Agreement, the Note, the Mortgage, the Environmental
Indemnity, the Assignment of Management Agreement, the Guaranty, the Lockbox Agreement, the Cash Management Agreement, and all other documents executed and/or delivered in connection with the Loan. 

“Lockbox Account” shall have the meaning set forth in Section 2.7.1 hereof. 

  
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 “Loan to Value Ratio” shall mean, as of the date of its calculation, the
ratio of (i) the sum of the outstanding principal amount of the Loan as of the date of such calculation to (ii) the fair market value (for purposes of the REMIC provisions, counting only real property and excluding any personal property or
going concern value) of the Property, as determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust. 
 “Lockbox Agreement” shall mean that certain Clearing Account Agreement dated the date hereof among Borrower, Lender, Manager and Lockbox Bank, as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time, relating to funds deposited in the Lockbox Account. 

“Lockbox Bank” shall mean the clearing bank which establishes, maintains and holds the Lockbox Account, which shall be
an Eligible Institution. 
 “Management Agreement” shall mean the management agreement entered into by and
between Borrower and Manager, pursuant to which Manager is to provide management and other services with respect to the Property, or, if the context requires, a Qualified Manager who is managing the Property in accordance with the terms and
provisions of this Agreement pursuant to a Replacement Management Agreement. 
 “Manager” shall mean TNP
Property Manager, LLC, a Delaware limited liability company, or, if the context requires, a Qualified Manager who is managing the Property in accordance with the terms and provisions of this Agreement pursuant to a Replacement Management Agreement.

 “Material Action” means to file any insolvency, or reorganization case or proceeding, to institute
proceedings to have Borrower be adjudicated bankrupt or insolvent, to institute proceedings under any applicable insolvency law, to seek any relief under any law relating to relief from debts or the protection of debtors, to consent to the filing or
institution of bankruptcy or insolvency proceedings against Borrower, to file a petition seeking, or consent to, reorganization or relief with respect to Borrower under any applicable federal or state law relating to bankruptcy or insolvency, to
seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian, or any similar official of or for Borrower or a substantial part of its property, to make any assignment for the benefit of creditors of
Borrower, to admit in writing Borrower’s inability to pay its debts generally as they become due, or to take action in furtherance of any of the foregoing. 
 “Maturity Date” shall mean January 1, 2017, or such other date on which the final payment of principal of the Note becomes due and payable as therein or herein provided, whether at
such stated maturity date, by declaration of acceleration, or otherwise. 
 “Maximum Legal Rate” shall mean the
maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the
laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan. 
 “Monthly Debt Service Payment Amount” shall mean a constant monthly payment of $73,982.17. 

  
 11 









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

“Mortgage” shall mean, that certain first priority Fee and Leasehold Deed to Secure Debt, Assignment of Leases and Rents
and Security Agreement, dated the date hereof, executed and delivered by Borrower to Lender as security for the Loan and encumbering the Property, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

 “Net Cash Flow” shall mean, with respect to the Property for any period, the amount obtained by subtracting
Operating Expenses and Capital Expenditures for such period from Gross Income from Operations for such period. 
 “Net
Operating Income” shall mean the amount obtained by subtracting Operating Expenses from Gross Income from Operations. 

“Net Proceeds” shall have the meaning set forth in Section 6.4(b) hereof. 

“Net Proceeds Deficiency” shall have the meaning set forth in Section 6.4(b)(vi) hereof. 

“Note” shall mean that certain Promissory Note, dated the date hereof, in the principal amount of $12,500,000.00, made
by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. 
 “Occupancy Reserve Account” shall have the meaning set forth in Section 7.8.1 hereof. 
 “Occupancy Reserve Fund” shall have the meaning set forth in Section 7.8.1 hereof. 
 “Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized officer of Borrower or the general partner, managing member or sole
member of Borrower, as applicable. 
 “Operating Expenses” shall mean the total of all expenditures, computed
in accordance with GAAP, of whatever kind relating to the operation, maintenance and management of the Property that are incurred on a regular monthly or other periodic basis, including without limitation, bad debt, utilities, ordinary repairs and
maintenance, insurance, license fees, property taxes and assessments, advertising expenses, management fees, payroll and related taxes, computer processing charges, operational equipment or other lease payments as approved by Lender, and other
similar costs, but excluding depreciation, Debt Service, Capital Expenditures and contributions to the Reserve Funds. 

“Operating Partnership” shall mean TNP Strategic Retail Operating Partnership, L.P., a Delaware limited partnership.

 “Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any
other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property, now or hereafter levied or assessed or imposed against the Property or any part thereof. 


  
 12 









 “Other Obligations” shall have the meaning as set forth in the Mortgage.

 “Payment Date” shall mean the first (1st) day of each calendar month during the term of the Loan.

 “Permitted Encumbrances” shall mean, with respect to the Property, collectively, (a) the Liens and
security interests created by the Loan Documents, (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policy, (c) Liens, if any, for Taxes imposed by any Governmental Authority not yet due or delinquent, and
(d) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole discretion, which Permitted Encumbrances in the aggregate do not materially adversely affect the value or use of the Property or
Borrower’s ability to repay the Loan. 
 “Permitted Investments” shall mean any one or more of the
following obligations or securities acquired at a purchase price of not greater than par, including those issued by Servicer, the trustee under any Securitization or any of their respective Affiliates, payable on demand or having a maturity date not
later than the Business Day immediately prior to the first Payment Date following the date of acquiring such investment and meeting one of the appropriate standards set forth below: 

(i) obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any
agency or instrumentality thereof provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the
Farmers Home Administration (certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed
participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided,
however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed
to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments
must not be subject to liquidation prior to their maturity; 
 (ii) Federal Housing Administration debentures;

 (iii) obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage
Corp. (debt obligations), the Farm Credit System (consolidated systemwide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Financing Corp. (debt
obligations), and the Resolution Funding Corp. (debt obligations); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or
change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed
spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity; 

  
 13 









 (iv) federal funds, unsecured certificates of deposit, time deposits,
bankers’ acceptances and repurchase agreements with maturities of not more than 365 days of any bank, the short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated
by all Rating Agencies, rated by at least one Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a
downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of
principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to
a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity; 

(v) fully Federal Deposit Insurance Corporation-insured demand and time deposits in, or certificates of deposit of, or
bankers’ acceptances issued by, any bank or trust company, savings and loan association or savings bank, the short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not
rated by all Rating Agencies, rated by at least one Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a
downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of
principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to
a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity; 

(vi) debt obligations with maturities of not more than 365 days and at all times rated by each Rating Agency (or, if not
rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of
the initial, or, if higher, then current ratings assigned to the Securities) in its highest long-term unsecured rating category; provided, however, that the investments described in this clause must (A) have a predetermined fixed
dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must
be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity; 

  
 14 









 (vii) commercial paper (including both non interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) with maturities of not more than 365 days and that at all times is rated by each Rating Agency (or, if
not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal
of the initial, or, if higher, then current ratings assigned to the Securities) in its highest short-term unsecured debt rating; provided, however, that the investments described in this clause must (A) have a predetermined fixed
dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must
be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity; 

(viii) units of taxable money market funds, which funds are regulated investment companies, seek to maintain a constant
net asset value per share and invest solely in obligations backed by the full faith and credit of the United States, which funds have the highest rating available from each Rating Agency (or, if not rated by all Rating Agencies, rated by at least
one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings
assigned to the Securities) for money market funds; and 
 (ix) any other security, obligation or investment
which has been approved as a Permitted Investment in writing by (a) Lender and (b) each Rating Agency, as evidenced by a written confirmation that the designation of such security, obligation or investment as a Permitted Investment will
not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities by such Rating Agency; 
 provided, however, that no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive only interest payments or (B) the
right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment. 

“Permitted Par Prepayment Date” shall mean the Business Day after the Payment Date which is two (2) months prior to
the Maturity Date. 
 “Permitted Prepayment Date” shall mean the Business Day after the second
(2nd) anniversary of the first Payment Date. 

  
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 “Permitted Transfer” shall mean any of the following: (a) any
transfer, directly as a result of the death of a natural person, of stock, membership interests, partnership interests or other ownership interests previously held by the decedent in question to the Person or Persons lawfully entitled thereto,
(b) any transfer, directly as a result of the legal incapacity of a natural person, of stock, membership interests, partnership interests or other ownership interests previously held by such natural person to the Person or Persons lawfully
entitled thereto, (c) subject to Section 5.1.23, any public issuance of non-Controlling interests in TNP, (d) subject to Section 5.1.23, any issuance of non-Controlling interests in TNP to employees or other Persons
affiliated with TNP pursuant to employee or director compensation programs, (e) subject to Section 5.1.23, any issuance of non-Controlling interests in TNP in connection with the conversion of limited partnership interests in
Operating Partnership, (f) subject to Section 5.1.23, any issuance of non-Controlling interests in TNP in connection with a dividend reinvestment plan sponsored by TNP, (g) subject to Section 5.1.23, any private
sale or transfer of non-Controlling interests in TNP through a transaction brokered by a FINRA licensed broker dealer, (h) the issuance of limited partnership interests in Operating Partnership to TNP, and (i) subject to
Section 5.1.23, any private sale or transfer of non-Controlling limited partnership interests in Operating Partnership; provided that as to clauses (c) through (i) at all times TNP must continue to (A) Control Operating
Partnership, (B) own one hundred percent (100%) of the general partnership interests in Operating Partnership and (C) own, directly or indirectly, at least fifty-one percent (51%) of the limited partnership interests in Operating
Partnership. 
 “Person” shall mean any individual, corporation, partnership, joint venture, limited liability
company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing. 

“Personal Property” shall have the meaning set forth in the granting clause of the Mortgage. 

“Policies” shall have the meaning specified in Section 6.1(b) hereof. 

“Policy” shall have the meaning specified in Section 6.1(b) hereof. 

“Preferred Member” shall mean CP Summit Retail, LLC, a Georgia limited liability company. 

“Preferred Member Notice” shall have the meaning specified in Section 5.1.25 hereof. 

“Preferred Member Redemption” shall have the meaning specified in Section 5.2.10(d) hereof. 

“Preferred Member Redemption Notice” shall have the meaning specified in Section 5.1.25 hereof. 

“Prepayment Rate Determination Date” shall mean the date which is five (5) Business Days prior to the date that
such prepayment shall be applied in accordance with the terms and provisions of Section 2.4.1 hereof. 

  
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 “Prepayment Rate” shall mean the bond equivalent yield (in the secondary
market) on the United States Treasury Security that as of the Prepayment Rate Determination Date has a remaining term to maturity closest to, but not exceeding, the remaining term to the Maturity Date as most recently published in “Statistical
Release H.15 (519), Selected Interest Rates,” or any successor publication, published by the Board of Governors of the Federal Reserve System, or on the basis of such other publication or statistical guide as Lender may reasonably select.

 “Principal” shall mean the Special Purpose Entity that is the general partner of Borrower, if Borrower is a
limited partnership, or managing member of Borrower, if Borrower is a multi-member limited liability company. 

“Property” shall mean the parcel of real property, the Improvements thereon and all personal property owned by Borrower
and encumbered by the Mortgage, together with all rights pertaining to such property and Improvements, as more particularly described in the granting clauses of the Mortgage and referred to therein as the “Property”. 

“Provided Information” shall mean any and all financial and other information provided at any time prepared by, or on
behalf of, Borrower, Principal, Guarantor and/or Manager. 
 “Qualified Manager” shall mean either
(a) Manager; or (b) in the reasonable judgment of Lender, a reputable and experienced management organization (which may be an Affiliate of Borrower) possessing experience in managing properties similar in size, scope, use and value as the
Property, provided, that, if required by Lender, Borrower shall have obtained prior written confirmation from the applicable Rating Agencies that management of the Property by such entity will not cause a downgrade, withdrawal or
qualification of the then current ratings of the Securities or any class thereof. 
 “Rating Agencies” shall
mean each of S&P, Moody’s, Fitch, and Realpoint or any other nationally recognized statistical rating agency which has been approved by Lender and designated by Lender to assign a rating to the Securities. 

“Realpoint” shall mean Realpoint, LLC, a Pennsylvania limited liability company. 

“Related Entities” shall have the meaning set forth in Section 5.2.10(e) hereof. 

“Release” of any Hazardous Substance includes but is not limited to any release, deposit, discharge, emission, leaking,
spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Substances. 
 “Remediation” includes but is not limited to any response, remedial, removal, or corrective action, any activity to cleanup, detoxify, decontaminate, contain or otherwise remediate any
Hazardous Substance, any actions to prevent, cure or mitigate any Release of any Hazardous Substance, any action to comply with any Environmental Laws or with any permits issued pursuant thereto, any inspection, investigation, study, monitoring,
assessment, audit, sampling and testing, laboratory or other analysis, or evaluation relating to any Hazardous Substances. 

  
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 “REMIC Trust” shall mean a “real estate mortgage investment
conduit” within the meaning of Section 860D of the Code that holds the Note or a portion thereof. 

“Rents” shall mean, all rents (including percentage rents), rent equivalents, moneys payable as damages or in lieu of
rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits),
accounts, cash, issues, profits, charges for services rendered, all other amounts payable as rent under any Lease or other agreement relating to the Property, including, without limitation, charges for electricity, oil, gas, water, steam, heat,
ventilation, air-conditioning and any other energy, telecommunication, telephone, utility or similar items or time use charges, HVAC equipment charges, sprinkler charges, escalation charges, license fees, maintenance fees, charges for Taxes,
operating expenses or other reimbursables payable to Borrower (or to the Manager for the account of Borrower) under any Lease, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower or
its agents or employees from any and all sources arising from or attributable to the Property. 
 “Replacement
Management Agreement” shall mean, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a
Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that Borrower shall have obtained prior written
confirmation from the applicable Rating Agencies that such management agreement will not cause a downgrade, withdrawal or qualification of the then current rating of the Securities or any class thereof and (b) an assignment of management
agreement and subordination of management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at
Borrower’s expense. 
 “Replacement Reserve Account” shall have the meaning set forth in
Section 7.3.1 hereof. 
 “Replacement Reserve Cap” shall have the meaning set forth in
Section 7.3.1 hereof. 
 “Replacement Reserve Fund” shall have the meaning set forth in
Section 7.3.1 hereof. 
 “Replacement Reserve Monthly Deposit” shall have the meaning set forth in
Section 7.3.1 hereof. 
 “Replacements” shall have the meaning set forth in
Section 7.3.1 hereof. 
 “Required Repair Account” shall have the meaning set forth in
Section 7.1.1 hereof. 
 “Required Repair Fund” shall have the meaning set forth in
Section 7.1.1 hereof. 
 “Required Repairs” shall have the meaning set forth in
Section 7.1.1 hereof. 

  
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 “Reserve Funds” shall mean, collectively, the Tax and Insurance Escrow
Fund, the Replacement Reserve Fund, the Required Repair Fund, the Rollover Reserve Fund, the Excess Cash Flow Reserve Fund, the Ground Rent Reserve Fund, the Occupancy Reserve Fund and any other escrow fund established by the Loan Documents.

 “Restoration” shall mean the repair and restoration of the Property after a Casualty or Condemnation as
nearly as possible to the condition the Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender. 
 “Restricted Party” shall mean collectively, (a) Borrower, Principal, any Guarantor, and any Affiliated Manager and (b) any shareholder, partner, member, non-member manager, any
direct or indirect legal or beneficial owner of, Borrower, Principal, any Guarantor (other than any shareholder or any other direct or indirect legal or beneficial owner of interests in TNP and other than Persons that are indirect legal or
beneficial owners of Borrower or Principal solely by being a shareholder of TNP; provided, however, that any shareholder or any other direct or indirect legal or beneficial owner of interests in TNP that owns nine and nine-tenths percent
(9.9%) or more of the outstanding stock of TNP is deemed to be a Restricted Party), and any Affiliated Manager. 

“Rollover Reserve Account” shall have the meaning set forth in Section 7.4.1 hereof. 

“Rollover Reserve Cap” shall have the meaning set forth in Section 7.4.1 hereof. 

“Rollover Reserve Fund” shall have the meaning set forth in Section 7.4.1 hereof. 

“S&P” shall mean Standard & Poor’s Ratings Group, a division of the McGraw-Hill Companies. 

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance, pledge,
grant of option or other transfer or disposal of a legal or beneficial interest, whether direct or indirect. 

“Securities” shall have the meaning set forth in Section 9.1 hereof. 

“Securitization” shall have the meaning set forth in Section 9.1 hereof. 

“Servicer” shall have the meaning set forth in Section 9.5 hereof. 

“Severed Loan Documents” shall have the meaning set forth in Section 8.2(c) hereof. 

“Sole Member” shall mean TNP SRT Summit Point Holdings, LLC, a Delaware limited liability company. 

  
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 “Special Purpose Entity” shall mean a corporation, limited partnership or
limited liability company that, since the date of its formation and at all times on and after the date thereof, has complied with and shall at all times comply with the following requirements unless it has received either prior consent to do
otherwise from Lender or a permitted administrative agent thereof, or, while the Loan is securitized, confirmation from each of the applicable Rating Agencies that such noncompliance would not result in the requalification, withdrawal, or downgrade
of the ratings of any Securities or any class thereof: 
 (i) is and shall be organized solely for the purpose of
(A) in the case of Borrower, acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Property, entering into and performing its obligations under the Loan Documents with Lender, refinancing
the Property in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; or (B) in the case of a Principal, acting as a general partner of the
limited partnership that owns the Property or as member of the limited liability company that owns the Property and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; 

(ii) has not engaged and shall not engage in any business unrelated to (A) the acquisition, development, ownership,
management or operation of the Property, or (B) in the case of a Principal, acting as general partner of the limited partnership that owns the Property or acting as a member of the limited liability company that owns the Property, as
applicable; 
 (iii) has not owned and shall not own any real property other than, in the case of Borrower, the
Property; 
 (iv) does not have, shall not have and at no time had any assets other than (A) in the case of
Borrower, the Property and personal property necessary or incidental to its ownership and operation of the Property or (B) in the case of a Principal, its partnership interest in the limited partnership or the member interest in the limited
liability company that owns the Property and personal property necessary or incidental to its ownership of such interests; 
 (v) has not engaged in, sought, consented or permitted to and shall not engage in, seek, consent to or permit (A) any dissolution, winding up, liquidation, consolidation or merger, (B) any sale
or other transfer of all or substantially all of its assets or any sale of assets outside the ordinary course of its business, except as permitted by the Loan Documents, or (C) in the case of a Principal, any transfer of its partnership or
membership interests; 
 (vi) shall not cause, consent to or permit any amendment of its limited partnership
agreement, articles of incorporation, articles of organization, certificate of formation, operating agreement or other formation document or organizational document (as applicable) with respect to the matters set forth in this definition;

 (vii) if such entity is a limited partnership, has and shall have at least one general partner and has and
shall have, as its only general partners, Special Purpose Entities each of which (A) is a corporation or single-member Delaware limited liability company, (B) has one (1) Independent Director, and (C) holds a direct interest as
general partner in the limited partnership of not less than 0.5%; 

  
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 (viii) if such entity is a corporation, has and shall have at least one
(1) Independent Director, and shall not cause or permit the board of directors of such entity to take any Material Action either with respect to itself or, if the corporation is a Principal, with respect to Borrower or any action requiring the
unanimous affirmative vote of one hundred percent (100%) of the members of its board of directors unless the Independent Director shall have participated in such vote and shall have voted in favor of such action; 

(ix) if such entity is a limited liability company (other than a limited liability company meeting all of the requirements
applicable to a single-member limited liability company set forth in this definition of “Special Purpose Entity”), has and shall have at least one (1) member that is a Special Purpose Entity, that is a corporation, that has at
least one (1) Independent Director and that directly owns at least one-half-of-one percent (0.5%) of the equity of the limited liability company; 
 (x) if such entity is a single-member limited liability company, (A) is and shall be a Delaware limited liability company, (B) has and shall have at least one (1) Independent Director
serving as a manager of such company, (C) shall not take any Material Action and shall not cause or permit the members or managers of such entity to take any Material Action, either with respect to itself or, if the company is a Principal, with
respect to Borrower, in each case unless one (1) Independent Director then serving as a manager of the company shall have participated consented in writing to such action, and (D) has and shall have either (1) a member which owns no
economic interest in the company, has signed the company’s limited liability company agreement and has no obligation to make capital contributions to the company, or (2) two natural persons or one entity that is not a member of the
company, that has signed its limited liability company agreement and that, under the terms of such limited liability company agreement becomes a member of the company immediately prior to the withdrawal or dissolution of the last remaining member of
the company; 
 (xi) has not and shall not (and, if such entity is (a) a limited liability company, has and
shall have a limited liability agreement or an operating agreement, as applicable, (b) a limited partnership, has a limited partnership agreement, or (c) a corporation, has a certificate of incorporation or articles that, in each case,
provide that such entity shall not) (1) dissolve, merge, liquidate, consolidate; (2) sell all or substantially all of its assets; (3) amend its organizational documents with respect to the matters set forth in this definition without
the consent of Lender; or (4) without the affirmative vote of the Independent Director of itself or the consent of a Principal that is a member or general partner in it: (A) file or consent to the filing of any bankruptcy, insolvency or
reorganization case or proceeding, institute any proceedings under any applicable insolvency law or otherwise seek relief under any laws relating to the relief from debts or the protection of debtors generally, file a bankruptcy or insolvency
petition or otherwise institute insolvency proceedings; (B) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the entity or a substantial portion of its
property; (C) make an assignment for the benefit of the creditors of the entity; or (D) take any action in furtherance of any of the foregoing; 

  
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 (xii) has at all times been and shall at all times remain solvent and has
paid and shall pay its debts and liabilities (including, a fairly-allocated portion of any personnel and overhead expenses that it shares with any Affiliate) from its assets as the same shall become due, and has maintained and shall maintain
adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; 
 (xiii) has not failed and shall not fail to correct any known misunderstanding regarding the separate identity of such entity and has not identified and shall not identify itself as a Division of any
other Person; 
 (xiv) has maintained and shall maintain its bank accounts, books of account, books and records
separate from those of any other Person and, to the extent that it is required to file tax returns under applicable law, has filed and shall file its own tax returns, except to the extent that it is required by law to file consolidated tax returns
and, if it is a corporation, has not filed and shall not file a consolidated federal income tax return with any other corporation, except to the extent that it is required by law to file consolidated tax returns; 

(xv) has maintained and shall maintain its own records, books, resolutions and agreements; 

(xvi) has not commingled and shall not commingle its funds or assets with those of any other Person and has not
participated and shall not participate in any cash management system with any other Person; 
 (xvii) has held
and shall hold its assets in its own name; 
 (xviii) has conducted and shall conduct its business in its name or
in a name franchised or licensed to it by an entity other than an Affiliate of itself or of Borrower, except for business conducted on behalf of itself by another Person under a business management services agreement that is on
commercially-reasonable terms, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of Borrower; 

(xix) (A) has maintained and shall maintain its financial statements, accounting records and other entity documents
separate from those of any other Person; (B) has shown and shall show, in its financial statements, its asset and liabilities separate and apart from those of any other Person; and (C) has not permitted and shall not permit its assets to
be listed as assets on the financial statement of any of its Affiliates except as required by GAAP; provided, however, that any such consolidated financial statement contains a note indicating that the Special Purpose Entity’s separate assets
and credit are not available to pay the debts of such Affiliate and that the Special Purpose Entity’s liabilities do not constitute obligations of the consolidated entity; 

(xx) has paid and shall pay its own liabilities and expenses, including the salaries of its own employees, out of its own
funds and assets, and has maintained and shall maintain a sufficient number of employees in light of its contemplated business operations; 

  
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 (xxi) has observed and shall observe all partnership, corporate or limited
liability company formalities, as applicable; 
 (xxii) has not incurred any Indebtedness other than
(i) acquisition financing with respect to the Property; construction financing with respect to the Improvements and certain off-site improvements required by municipal and other authorities as conditions to the construction of the Improvements;
and first mortgage financings secured by the Property; and Indebtedness pursuant to letters of credit, guaranties, interest rate protection agreements and other similar instruments executed and delivered in connection with such financings,
(ii) unsecured trade payables and operational debt not evidenced by a note, and (iii) Indebtedness incurred in the financing of equipment and other personal property used on the Property; 

(xxiii) shall have no Indebtedness other than (i) the Loan, (ii) liabilities incurred in the ordinary course of
business relating to the ownership and operation of the Property and the routine administration of Borrower, in amounts not to exceed 2% of the amount of the Loan which liabilities are not more than sixty (60) days past the date incurred, are
not evidenced by a note and are paid when due, and which amounts are normal and reasonable under the circumstances, and (iii) such other liabilities that are permitted pursuant to this Agreement; 

(xxiv) has not assumed, guaranteed or become obligated and shall not assume or guarantee or become obligated for the debts
of any other Person, has not held out and shall not hold out its credit as being available to satisfy the obligations of any other Person or has not pledged and shall not pledge its assets for the benefit of any other Person, in each case except as
permitted pursuant to this Agreement; 
 (xxv) has not acquired and shall not acquire obligations or securities
of its partners, members or shareholders or any other owner or Affiliate; 
 (xxvi) has allocated and shall
allocate fairly and reasonably any overhead expenses that are shared with any of its Affiliates, constituents, or owners, or any guarantors of any of their respective obligations, or any Affiliate of any of the foregoing, including, but not limited
to, paying for shared office space and for services performed by any employee of an Affiliate; 
 (xxvii) has
maintained and used and shall maintain and use separate stationery, invoices and checks bearing its name and not bearing the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

 (xxviii) has not pledged and shall not pledge its assets to or for the benefit of any other Person other than
with respect to loans secured by the Property and no such pledge remains outstanding except to Lender to secure the Loan; 

  
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 (xxix) has held itself out and identified itself and shall hold itself out
and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a Division or part of any other Person, 

(xxx) has maintained and shall maintain its assets in such a manner that it shall not be costly or difficult to segregate,
ascertain or identify its individual assets from those of any other Person; 
 (xxxi) has not made and shall not
make loans to any Person and has not held and shall not hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common
ownership with such entity); 
 (xxxii) has not identified and shall not identify its partners, members or
shareholders, or any Affiliate of any of them, as a Division or part of it, and has not identified itself and shall not identify itself as a Division of any other Person; 

(xxxiii) other than capital contributions and distributions permitted under the terms of its organizational documents, has
not entered into or been a party to, and shall not enter into or be a party to, any transaction with any of its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially
reasonable terms comparable to those of an arm’s-length transaction with an unrelated third party; 

(xxxiv) has not had and shall not have any obligation to, and has not indemnified and shall not indemnify its partners,
officers, directors or members, as the case may be, in each case unless such an obligation or indemnification is fully subordinated to the Debt and shall not constitute a claim against it in the event that its cash flow is insufficient to pay the
Debt; 
 (xxxv) if such entity is a corporation, has considered and shall consider the interests of its creditors
in connection with all corporate actions; 
 (xxxvi) has not had and shall not have any of its obligations
guaranteed by any Affiliate except as provided by the Loan Documents; 
 (xxxvii) has not formed, acquired or
held and shall not form, acquire or hold any subsidiary, except that a Principal may acquire and hold its interest in Borrower; 
 (xxxviii) has complied and shall comply with all of the terms and provisions contained in its organizational documents. 

(xxxix) Intentionally deleted; 
 (xl) has not permitted and shall not permit any Affiliate or constituent party independent access to its bank accounts, other than the Manager; 

  
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 (xli) is, has always been and shall continue to be duly formed, validly
existing, and in good standing in the state of its incorporation or formation and in all other jurisdictions where it is qualified to do business; 
 (xlii) has paid all taxes which it owes and is not currently involved in any dispute with any taxing authority; 
 (xliii) is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that resulted in a judgment against it that has not been paid in full; 

(xliv) has no judgments or Liens of any nature against it except for tax liens not yet due and the Permitted Encumbrances;

 (xlv) has provided Lender with complete financial statements that reflect a fair and accurate view of the
entity’s financial condition; and 
 (xlvi) has no material contingent or actual obligations not related to
the Property. 
 “State” shall mean, the State or Commonwealth in which the Property or any part thereof is
located. 
 “Survey” shall mean a survey of the Property prepared by a surveyor licensed in the State and
satisfactory to Lender and the company or companies issuing the Title Insurance Policy, and containing a certification of such surveyor satisfactory to Lender. 
 “Tax and Insurance Escrow Fund” shall have the meaning set forth in Section 7.2 hereof. 
 “Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against the Property or part
thereof. 
 “Tenant” means the lessee of all or a portion of the Property under a Lease. 

“Tenant Direction Letter” shall have the meaning set forth in the Cash Management Agreement. 

“Threshold Amount” shall have the meaning set forth in Section 5.1.21 hereof. 

“Title Insurance Policy” shall mean the mortgagee title insurance policy issued with respect to the Property and
insuring the lien of the Mortgage. 
 “TNP” means TNP Strategic Retail Trust, Inc., a Maryland corporation.

 “Transfer” shall have the meaning set forth in Section 5.2.10(b) hereof. 

“Transferee” shall have the meaning set forth in Section 5.2.10(e)(iii) hereof. 

  
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 “Transferee’s Principals” shall mean collectively,
(A) Transferee’s managing members, general partners or principal shareholders and (B) such other members, partners or shareholders which directly or indirectly shall own a fifty-one percent (51%) or greater economic and voting
interest in Transferee. 
 “UCC” or “Uniform Commercial Code” shall mean the Uniform
Commercial Code as in effect in the State in which the Property is located. 
 “U.S. Obligations” shall mean
non redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are (a) direct obligations of the United States of America for the payment of which its full faith and credit is
pledged, or (b) to the extent acceptable to the Rating Agencies, other “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended. 

“Wendy’s Tenant” shall have the meaning set forth in Section 7.2 hereof. 

“Yield Maintenance Default Premium” shall mean an amount equal to the greater of (a) five percent (5%) of the
outstanding principal balance of the Loan to be prepaid or satisfied and (b) the excess, if any, of (i) the sum of the present values of all then-scheduled payments of principal and interest under the Note assuming that all scheduled
payments are made timely and that the remaining outstanding principal and interest on the Loan is paid on the Maturity Date (with each such payment and assumed payment discounted to its present value at the date of prepayment at the rate which, when
compounded monthly, is equivalent to the Prepayment Rate when compounded semi-annually and deducting from the sum of such present values any short-term interest paid from the date of prepayment to the next succeeding Payment Date in the event such
payment is not made on a Payment Date), over (ii) the principal amount being prepaid. 
 “Yield Maintenance
Premium” shall mean an amount equal to the greater of (a) one percent (1%) of the outstanding principal of the Loan to be prepaid or satisfied and (b) the excess, if any, of (i) the sum of the present values of all
then-scheduled payments of principal and interest under the Note assuming that all scheduled payments are made timely and that the remaining outstanding principal and interest on the Loan is paid on the Maturity Date (with each such payment and
assumed payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate when compounded semi-annually and deducting from the sum of such present values any short-term
interest paid from the date of prepayment to the next succeeding Payment Date in the event such payment is not made on a Payment Date), over (ii) the principal amount being prepaid. 

Section 1.2 Principles of Construction. All references to sections and schedules are to sections and schedules in or
to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words
“hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless
otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined. 

  
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 ARTICLE 2 - GENERAL TERMS 

Section 2.1 Loan Commitment; Disbursement to Borrower. 

2.1.1 Agreement to Lend and Borrow. Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to
make and Borrower hereby agrees to accept the Loan on the Closing Date. 
 2.1.2 Single Disbursement to Borrower.
Borrower may request and receive only one (1) borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed. Borrower acknowledges and agrees that the Loan has been fully
funded as of the Closing Date. 
 2.1.3 The Note, Mortgage and Loan Documents. The Loan shall be evidenced by the
Note and secured by the Mortgage and the other Loan Documents. 
 2.1.4 Use of Proceeds. Borrower shall use the
proceeds of the Loan to (a) acquire the Property or repay and discharge any existing loans relating to the Property, (b) pay all past due basic carrying costs, if any, with respect to the Property, (c) make deposits into the Reserve
Funds on the Closing Date in the amounts provided herein, (d) pay costs and expenses incurred in connection with the closing of the Loan, as approved by Lender, (e) fund any working capital requirements of the Property and
(f) distribute the balance, if any, to Borrower. 
 Section 2.2 Interest Rate. 

2.2.1 Interest Rate. Interest on the outstanding principal balance of the Loan shall accrue at the Interest Rate or as
otherwise set forth in this Agreement from (and including) the Closing Date to but excluding the Maturity Date. 
 2.2.2
Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the relevant Accrual Period by (b) a daily rate based on the Interest
Rate and a three hundred sixty (360) day year by (c) the outstanding principal balance of the Loan. 
 2.2.3
Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect
of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein. 

2.2.4 Usury Savings. This Agreement, the Note and the other Loan Documents are subject to the express condition that at no
time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms
of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Interest Rate or the Default Rate, as the case may
be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the 

  
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Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use,
forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of
interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding. 

Section 2.3 Loan Payment. 
 2.3.1 Monthly Debt Service Payments. Borrower shall pay to Lender (a) on the Closing Date, an amount equal to interest only on the outstanding principal balance of the Loan for the
initial Accrual Period and (b) on February 1, 2012 and on each Payment Date thereafter up to and including the Maturity Date, the Monthly Debt Service Payment Amount, which payments shall be applied first to accrued and unpaid interest and
the balance to principal. 
 2.3.2 Payments Generally. For purposes of making payments hereunder, but not for
purposes of calculating Accrual Periods, if the day on which such payment is due is not a Business Day, then amounts due on such date shall be due on the immediately preceding Business Day and with respect to payments of principal due on the
Maturity Date, interest shall be payable at the Interest Rate or the Default Rate, as the case may be, through and including the day immediately preceding such Maturity Date. All amounts due under this Agreement and the other Loan Documents shall be
payable without setoff, counterclaim, defense or any other deduction whatsoever. 
 2.3.3 Payment on Maturity
Date. Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Note, the Mortgage and the other Loan Documents.

 2.3.4 Late Payment Charge. If any principal, interest or any other sums due under the Loan Documents (including
the amounts due on the Maturity Date) are not paid by Borrower on or prior to the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of five percent (5%) of such unpaid sum and the Maximum Legal Rate
in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Mortgage and the other Loan
Documents to the extent permitted by applicable law. 
 2.3.5 Method and Place of Payment. Except as otherwise
specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 1:00 P.M., New York City time, on the date when due and shall be made in lawful money of the United States of America
in immediately available funds at Lender’s office or as otherwise directed by Lender, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day. 

  
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 Section 2.4 Prepayments. 

2.4.1 Voluntary Prepayments. 
 (a) Except as otherwise expressly provided in this Section 2.4, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Maturity Date. 

(b) On or after the Permitted Prepayment Date through the Maturity Date, Borrower may, at its option, prepay the Debt in full (but not in
part), provided that (i) no Event of Default then exists, (ii) Borrower submits a notice to Lender setting forth the projected date of prepayment, which date shall be no less than thirty (30) days and no more than ninety
(90) days from the date of such notice, (iii) Borrower pays to Lender (A) the unpaid principal amount of the Note, (B) all interest accrued and unpaid on the principal balance of the Note to and including the date of prepayment,
(C) all other sums due under the Note, this Agreement and the other Loan Documents, (D) if such prepayment occurs prior to the Permitted Par Prepayment Date, the Yield Maintenance Premium, and (E) if such prepayment is not paid on a
regularly scheduled Payment Date, interest for the full Accrual Period during which the prepayment occurs. If any notice of prepayment is given, the Debt shall be due and payable on the projected date of prepayment. 

2.4.2 Mandatory Prepayments. On the next occurring Payment Date following the date on which Lender actually receives any
Net Proceeds, if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of the Property or otherwise remit such Net Proceeds to Borrower pursuant to Section 6.4 hereof, Borrower authorizes Lender, at
Lender’s option, to apply Net Proceeds as a prepayment of all or a portion of the outstanding principal balance of the Loan together with accrued interest and any other sums due hereunder in an amount equal to one hundred percent (100%) of
such Net Proceeds; provided, however, if an Event of Default has occurred and is continuing, Lender may apply such Net Proceeds to the Debt (until paid in full) in any order or priority in its sole discretion. Other than following an
Event of Default, no yield maintenance premium or other premium shall be due in connection with any prepayment made pursuant to this Section 2.4.2. 
 2.4.3 Prepayments After Default. If following an Event of Default, payment of all or any part of the Debt is tendered by Borrower or otherwise recovered by Lender, such tender or recovery
shall be (a) made on the next occurring Payment Date together with the Monthly Debt Service Payment and (b) deemed a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1
hereof, and Borrower shall pay, in addition to the Debt, an amount equal to the Yield Maintenance Default Premium which can be applied by Lender in such order and priority as Lender shall determine in is sole and absolute discretion. 

2.4.4 Intentionally Deleted. 
 Section 2.5 Intentionally Deleted. 
 2.5.1 Intentionally
Deleted. 
 2.5.2 Intentionally Deleted. 

  
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 2.5.3 Intentionally Deleted. 

Section 2.6 Release of Property. Except as set forth in this Section 2.6, no repayment or prepayment of
all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the release of the Lien of the Mortgage on the Property. 
 2.6.1 Release of Property. 
 (a) If Borrower has the right to and
has elected to prepay the Loan in accordance with this Agreement, upon satisfaction of the requirements of Section 2.4 and this Section 2.6, all of the Property shall be released from the Lien of the Mortgage. 

(b) In connection with the release of the Mortgage, Borrower shall submit a notice to Lender setting forth the projected date of release
(which date shall be no less than thirty (30) days from the date of such notice) and a release of Lien (and related Loan Documents) for the Property for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in
which the Property is located and that would be satisfactory to a prudent lender and contains standard provisions, if any, protecting the rights of the releasing lender . In addition, Borrower shall provide all other documentation Lender reasonably
requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such releases in
accordance with the terms of this Agreement. Borrower shall reimburse Lender and Servicer for any costs and expenses Lender and Servicer incur arising from such release (including reasonable attorneys’ fees and expenses) and Borrower shall pay,
in connection with such release, (i) all recording charges, filing fees, taxes or other expenses payable in connection therewith, and (ii) to any Servicer, the current fee being assessed by such Servicer to effect such release. 

Section 2.7 Lockbox Account/Cash Management. 
 2.7.1 Lockbox Account. 
 (a) During the term of the Loan, Borrower
shall establish and maintain an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be
entitled “TNP SRT Summit Point, LLC, as Borrower and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of December 21, 2011 – Lockbox Account”. Borrower hereby grants to Lender a
first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the
Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and
maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the
Loan has been repaid in full. 

  
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 (b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, deliver
Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the
Lockbox Account within one (1) Business Day after receipt thereof. 
 (c) Borrower shall obtain from Lockbox Bank its
agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. 

(d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender,
apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. 
 (e) The
Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. 
 (f) Borrower shall not
further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming
Lender as the secured party, to be filed with respect thereto. 
 (g) Borrower shall indemnify Lender and hold Lender harmless
from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with
the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established. 

2.7.2 Cash Management Account. 
 (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of
Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “TNP SRT Summit Point, LLC, as Borrower and JPMorgan Chase Bank, National Association, as Lender,
pursuant to Loan Agreement dated as of December 21, 2011 - Cash Management Account.” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the
proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations
thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs
and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. 

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

 (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by
Lender in such order and priority as Lender shall determine. 
 (d) Borrower hereby agrees that Lender may modify the Cash
Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to Borrower. 

(e) If Lender receives the Preferred Member Notice, Borrower may thereafter direct Agent to disburse all funds in the Borrower Remainder
Subaccount to Preferred Member until such time that the Preferred Member Redemption has occurred. 
 2.7.3 Payments
Received under the Cash Management Agreement. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, and provided no Event of Default has occurred and is continuing, Borrower’s obligations with
respect to the payment of the Monthly Debt Service Payment Amount and amounts required to be deposited into the Reserve Funds, if any, shall be deemed satisfied to the extent sufficient amounts are deposited in the Cash Management Account to satisfy
such obligations pursuant to this Agreement on the dates each such payment is required, regardless of whether any of such amounts are so applied by Lender. 
 ARTICLE 3 - CONDITIONS PRECEDENT 
 Section 3.1 Conditions
Precedent to Closing. The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of all of the conditions precedent to closing set forth in the application or term sheet for the Loan
delivered by Borrower to Lender and the commitment or commitment rider, if any, to the application or term sheet for the Loan issued by Lender. 
 ARTICLE 4 - REPRESENTATIONS AND WARRANTIES 
 Section 4.1
Borrower Representations. Borrower represents and warrants as of the date hereof that: 
 4.1.1
Organization. Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to own the Property and to transact the businesses in which it is now engaged. Borrower is duly qualified to do
business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its businesses and operations. Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary
to entitle it to own the Property and to transact the businesses in which it is now engaged, and the sole business of Borrower is the ownership, management and operation of the Property. The ownership interests in Borrower are as set forth on the
organizational chart attached hereto as Schedule III. 

  
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 4.1.2 Proceedings. Borrower has taken all necessary action to authorize the
execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and such other Loan Documents have been duly executed and delivered by or on behalf of Borrower and constitute legal, valid and binding obligations of
Borrower enforceable against Borrower in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 
 4.1.3 No Conflicts.
The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement,
management agreement or other agreement or instrument to which Borrower is a party or by which any of the Property or Borrower’s assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule
or regulation of any Governmental Authority having jurisdiction over Borrower or any of Borrower’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any court or any such
Governmental Authority required for the execution, delivery and performance by Borrower of this Agreement or any other Loan Documents has been obtained and is in full force and effect. 

4.1.4 Litigation. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or
other agency now pending or, to Borrower’s knowledge, threatened against or affecting Borrower, Guarantor, Principal or the Property, which actions, suits or proceedings, if determined against Borrower, Guarantor, Principal or the Property,
might materially adversely affect the condition (financial or otherwise) or business of Borrower, Guarantor, Principal or the condition or ownership of the Property. 
 4.1.5 Agreements. Borrower is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Borrower or the Property, or
Borrower’s business, properties or assets, operations or condition, financial or otherwise. Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions
contained in any agreement or instrument to which it is a party or by which Borrower or the Property is bound. Borrower has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which Borrower is a party or by which Borrower or the Property is otherwise bound, other than (a) obligations incurred in the ordinary course of the operation of the Property as permitted pursuant to clause (xxiii) of the
definition of “Special Purpose Entity” set forth in Section 1.1 hereof and (b) obligations under the Loan Documents. 

  
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 4.1.6 Title. Borrower has good, marketable and insurable fee simple title to
the real property comprising part of the Property (except for the Leasehold Parcel), good, marketable and insurable leasehold title to the Leasehold Parcel, and good title to the balance of the Property, free and clear of all Liens whatsoever except
the Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. The Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use
of the Property (as currently used) or Borrower’s ability to repay the Loan. The Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection
therewith, will create (a) a valid, perfected first priority lien on the Property, subject only to Permitted Encumbrances and the Liens created by the Loan Documents and (b) perfected security interests in and to, and perfected collateral
assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens
created by the Loan Documents. There are no claims for payment for work, labor or materials affecting the Property which are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents. 

4.1.7 Solvency. Borrower has (a) not entered into this transaction or executed the Note, this Agreement or any other
Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. Giving effect to the Loan, the fair saleable value of
Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value
of Borrower’s assets is and will, immediately following the making of the Loan, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and
matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not
believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by
Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition in bankruptcy has been filed against Borrower or any constituent Person in the last seven (7) years, and neither Borrower nor any constituent
Person in the last seven (7) years has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower nor any of its constituent Persons are contemplating either the
filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s assets or property, and Borrower has no knowledge of any Person contemplating the filing of any such
petition against it or such constituent Persons. 
 4.1.8 Full and Accurate Disclosure. No statement of fact made
by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material
fact presently known to Borrower which has not been disclosed to Lender which adversely affects, nor as far as Borrower can foresee, might adversely affect, the Property or the business, operations or condition (financial or otherwise) of Borrower.


  
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 4.1.9 No Plan Assets. Borrower does not sponsor, is not obligated to
contribute to, and is not itself an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA or Section 4975 of the Code, and none of the assets of Borrower constitutes or will constitute
“plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and
(b) transactions by or with Borrower are not subject to any state or other statute , regulation or other restriction regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of
Section 3(32) of ERISA which is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code and which prohibit or otherwise restrict the transactions contemplated by this Agreement, including but not limited to the
exercise by Lender of any of its rights under the Loan Documents. 
 4.1.10 Compliance. Borrower and the Property
and the use thereof comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes. Borrower is not in default or violation of any order, writ, injunction, decree or
demand of any Governmental Authority. There has not been committed by Borrower or any other Person in occupancy of or involved with the operation or use of the Property any act or omission affording the federal government or any other Governmental
Authority the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. On the Closing Date, the Improvements at the Property were in material
compliance with applicable law. 
 4.1.11 Financial Information. All financial data, including, without
limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in connection with the Loan (a) are true, complete and correct in all material respects, (b) accurately represent the financial
condition of Borrower and the Property, as applicable, as of the date of such reports, and (c) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP (or such other
accounting basis reasonably acceptable to Lender) throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term
commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a material adverse effect on the Property or the current operation thereof, except as referred to or reflected
in said financial statements. Since the date of such financial statements, there has been no material adverse change in the financial condition, operations or business of Borrower from that set forth in said financial statements. 

4.1.12 Condemnation. No Condemnation or other similar proceeding has been commenced or, to Borrower’s best knowledge,
is threatened or contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. 
 4.1.13 Federal Reserve Regulations. No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation
U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the
terms and conditions of this Agreement or the other Loan Documents. 

  
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 4.1.14 Utilities and Public Access. The Property has rights of access to
public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service the Property for its intended uses. All public utilities necessary or convenient to the full use and enjoyment of the Property are located
either in the public right of way abutting the Property (which are connected so as to serve the Property without passing over other property) or in recorded easements serving the Property and such easements are set forth in and insured by the Title
Insurance Policy. All roads necessary for the use of the Property for its current purposes have been completed and dedicated to public use and accepted by all Governmental Authorities. 

4.1.15 Not a Foreign Person. Borrower is not a “foreign person” within the meaning of §1445(f)(3) of the
Code. 
 4.1.16 Separate Lots. The Property is comprised of one (1) or more parcels which constitute a
separate tax lot or lots and does not constitute a portion of any other tax lot not a part of the Property. 
 4.1.17
Assessments. There are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other
assessments. 
 4.1.18 Enforceability. The Loan Documents are enforceable by Lender (or any subsequent holder
thereof) in accordance with their respective terms, subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations. The Loan Documents are not
subject to any right of rescission, set off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the
Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and neither Borrower nor Guarantor has asserted any
right of rescission, set off, counterclaim or defense with respect thereto. 
 4.1.19 No Prior Assignment. There
are no prior assignments of the Leases or any portion of the Rents due and payable or to become due and payable which are presently outstanding. 
 4.1.20 Insurance. Borrower has obtained and has delivered to Lender certified copies of the Policies reflecting the insurance coverages, amounts and other requirements set forth in this
Agreement. No claims have been made or are currently pending, outstanding or otherwise remain unsatisfied under any such Policy, and neither Borrower nor any other Person, has done, by act or omission, anything which would impair the coverage of any
such Policy. 
 4.1.21 Use of Property. The Property is used exclusively for retail purposes and other appurtenant
and related uses. 
 4.1.22 Certificate of Occupancy; Licenses. All certifications, permits, licenses and
approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of the Property have been obtained and are in full force and effect. The use being made of the Property is
in conformity with the certificate of occupancy issued for the Property. 

  
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 4.1.23 Flood Zone. None of the Improvements on the Property are located in an
area as identified by the Federal Emergency Management Agency as an area having special flood hazards, or, if so located, the flood insurance required pursuant to Section 6.1(a)(i) is in full force and effect with respect to the
Property. 
 4.1.24 Physical Condition. The Property, including, without limitation, all buildings, improvements,
parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural
components, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in the Property, whether latent or otherwise, and Borrower has not received notice from any insurance
company or bonding company of any defects or inadequacies in the Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or
threatened termination of any policy of insurance or bond. 
 4.1.25 Boundaries. All of the improvements which
were included in determining the appraised value of the Property lie wholly within the boundaries and building restriction lines of the Property, and no improvements on adjoining properties encroach upon the Property, and no easements or other
encumbrances upon the Property encroach upon any of the Improvements, so as to affect the value or marketability of the Property except those which are insured against by the Title Insurance Policy. 

4.1.26 Leases. The Property is not subject to any leases other than the Leases described in the rent roll attached hereto
as Schedule I and made a part hereof, which rent roll is true, complete and accurate in all respects as of the Closing Date. Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in
the Property or right to occupy the same except under and pursuant to the provisions of the Leases. The current Leases are in full force and effect and there are no defaults thereunder by either party and there are no conditions that, with the
passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. All security deposits are held by Borrower in accordance with applicable law. All
work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required
to be given by Borrower to any Tenant has already been received by such Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is outstanding. No Tenant listed on
Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased
premises. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No Tenant under any Lease has any right or
option for additional space in the Improvements. 

  
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 4.1.27 Survey. The Survey for the Property delivered to Lender in connection
with this Agreement does not fail to reflect any material matter affecting the Property or the title thereto. 
 4.1.28
Inventory. Borrower is the owner of all of the Equipment, Fixtures and Personal Property (as such terms are defined in the Mortgage) located on or at the Property and shall not lease any Equipment, Fixtures or Personal Property other than
as permitted hereunder. All of the Equipment, Fixtures and Personal Property are sufficient to operate the Property in the manner required hereunder and in the manner in which it is currently operated. 

4.1.29 Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of
transfer taxes required to be paid by any Person under applicable Legal Requirements have been paid. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements
currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Mortgage, have been paid. 

4.1.30 Special Purpose Entity/Separateness. 
 (a) Until the Debt has been paid in full, Borrower hereby represents, warrants and covenants that (i) Borrower is, shall be and shall continue to be a Special Purpose Entity and (ii) Principal
is, shall be and shall continue to be a Special Purpose Entity. 
 (b) The representations, warranties and covenants set forth
in Section 4.1.30(a) shall survive for so long as any amount remains payable to Lender under this Agreement or any other Loan Document. 
 (c) Intentionally deleted. 
 (d) Borrower covenants and agrees that Borrower shall
provide Lender with thirty (30) days’ prior written notice prior to the removal of an Independent Director of any of Borrower and/or Principal. 
 4.1.31 Management Agreement. The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of
time and/or the giving of notice would constitute a default thereunder. The Management Agreement was entered into on commercially reasonable terms. 
 4.1.32 Illegal Activity. No portion of the Property has been or will be purchased with proceeds of any illegal activity. 

4.1.33 No Change in Facts or Circumstances; Disclosure. All information submitted by and on behalf of Borrower to Lender
and in all financial statements, rent rolls (including the rent roll attached hereto as Schedule I), reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of
fact made by Borrower in this Agreement or in any other Loan Document, are true, complete and correct in all material respects. There has been no material adverse change in any condition, fact, circumstance or event that would make any such
information inaccurate, incomplete or otherwise 

  
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misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the use, operation or value of the Property or the business
operations or the financial condition of Borrower. Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any Provided Information or representation or warranty made herein to be
materially misleading. 
 4.1.34 Investment Company Act. Borrower is not (a) an “investment
company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (b) a “holding company” or a “subsidiary company” of a
“holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (c) subject to any other
federal or state law or regulation which purports to restrict or regulate its ability to borrow money. 
 4.1.35 Embargoed
Person. As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, Borrower or one of its Affiliates has performed reasonable diligence to
insure that (a) none of the funds or other assets of Borrower and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature
whatsoever in Borrower or Guarantor, as applicable, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds
of Borrower or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of
law. 
 4.1.36 Principal Place of Business; State of Organization. Borrower’s principal place of business as
of the date hereof is the address set forth in the introductory paragraph of this Agreement. Borrower is organized under the laws of the State of Delaware and its organizational identification number is 5071906 

4.1.37 Environmental Representations and Warranties. Except as otherwise disclosed by that certain Phase I environmental
report (or Phase II environmental report, if required) delivered to Lender by Borrower in connection with the origination of the Loan (such report is referred to below as the “Environmental Report”), (a) there are no Hazardous
Substances or underground storage tanks in, on, or under the Property, except those that are (i) in compliance with Environmental Laws and with permits issued pursuant thereto (to the extent such permits are required under Environmental Law),
(ii) de-minimis amounts necessary to operate the Property for the purposes set forth in the Loan Agreement which will not result in an environmental condition in, on or under the Property and which are otherwise permitted under and used in
compliance with Environmental Law and (iii) fully disclosed to Lender in writing pursuant the Environmental Report; (b) there are no past, present or threatened Releases of Hazardous Substances in, on, under or from the Property which has
not been fully remediated in accordance with Environmental Law; (c) there is no threat of any Release of Hazardous Substances migrating to the Property; (d) there is no past or present non-compliance with Environmental Laws, or with
permits issued pursuant thereto, in connection with the Property which has not been fully remediated in accordance with Environmental Law; (e) Borrower does 

  
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not know of, and has not received, any written or oral notice or other communication from any Person (including but not limited to a Governmental Authority) relating to Hazardous Substances or
Remediation thereof, of possible liability of any Person pursuant to any Environmental Law, other environmental conditions in connection with the Property, or any actual or potential administrative or judicial proceedings in connection with any of
the foregoing; and (f) Borrower has truthfully and fully disclosed provided to Lender, in writing, any and all information relating to environmental conditions in, on, under or from the Property that is known to Borrower and has provided to
Lender all information that is contained in Borrower’s files and records, including, but not limited to, any reports relating to Hazardous Substances in, on, under or from the Property and/or to the environmental condition of the Property.

 4.1.38 Cash Management Account. Borrower hereby represents and warrants to Lender that: 

(a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform
Commercial Code of the State of New York) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of
and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account ; 

(b) Each of the Lockbox Account and Cash Management Account constitutes “deposit accounts” and/or “securities
accounts” within the meaning of the Uniform Commercial Code of the State of New York); 
 (c) Pursuant and subject to the
terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management
Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel
paper, deposit accounts, instruments, documents or securities; and 
 (d) The Lockbox Account and Cash Management Account are
not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any
Person other than Lender. 
 (e) The Property is not subject to any cash management system (other than pursuant to the Loan
Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof. 

  
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 4.1.39 Ground Lease 

Borrower hereby represents and warrants to Lender the following with respect to the Ground Lease: 

(a) The Ground Lease (or a memorandum of the Ground Lease) has been duly recorded. The Ground Lease permits the interest of Borrower to
be encumbered by a Mortgage, or the Ground Lessor has approved and consented to the encumbrance of the leasehold estate in the Leasehold Parcel by the Mortgage. There have not been amendments or modifications to the terms of the Ground Lease since
recordation of the Ground Lease (or a memorandum thereof), with the exception of written instruments which also have been recorded. 
 (b) Except for the Permitted Encumbrances and other encumbrances of record, Borrower’s interest in the Ground Lease is not subject to any Liens or encumbrances superior to, or of equal priority with,
the Mortgage other than the Ground Lessor’s related fee interest. 
 (c) Borrower’s interest in the Ground Lease is
assignable without the consent of the Ground Lessor to Lender, the purchaser at any foreclosure sale or the transferee under a deed or assignment in lieu of foreclosure in connection with the foreclosure of the Lien of the Mortgage or transfer of
Borrower’s leasehold estate by deed or assignment in lieu of foreclosure. Thereafter, the Ground Lease is further assignable by such transferee and its successors and assigns without the consent of the Ground Lessor. 

(d) As of the date hereof, the Ground Lease is, to the best of Borrower’s knowledge, in full force and effect and to Borrower’s
knowledge, no material default has occurred under the Ground Lease that is continuing and there is no existing condition which, but for the passage of time or the giving of notice, could result in a material default under the terms of the Ground
Lease. 
 (e) Any insurance and condemnation proceeds related to the Leasehold Parcel that are paid or awarded to Borrower with
respect to its leasehold interest will be applied pursuant to Section 6.4 hereof. 
 (f) The Ground Lease does not
impose any restrictions on subleasing. 
 (g) The Ground Lease requires the Ground Lessor to give notice of any default by
Borrower under such Ground Lease to Lender prior to exercising its remedies thereunder, provided that Lender shall have given written notice to the Ground Lessor of Lender’s name and notice address. 

(h) Lender is permitted the opportunity (including, where necessary, sufficient time to gain possession of the interest of Borrower under
the Ground Lease) to cure any default under the Ground Lease, which is curable after the receipt of notice of the default before the Ground Lessor may terminate the Ground Lease. 

(i) The Ground Lease has a term, inclusive of extension options, which extends not less than ten (10) years beyond the Maturity
Date. 
 Section 4.2 Survival of Representations. Borrower agrees that all of the representations and
warranties of Borrower set forth in Section 4.1 hereof and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to Lender under this Agreement or any of the other Loan
Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or
hereafter made by Lender or on its behalf. 

  
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 ARTICLE 5 - BORROWER COVENANTS 

Section 5.1 Affirmative Covenants. From the date hereof and until payment and performance in full of all obligations
of Borrower under the Loan Documents or the earlier release of the Lien of the Mortgage encumbering the Property (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and
agrees with Lender that: 
 5.1.1 Existence; Compliance with Legal Requirements. Borrower shall do or cause to be
done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to it and the Property, including, without limitation, building
and zoning codes and certificates of occupancy. There shall never be committed by Borrower, and Borrower shall never permit any other Person in occupancy of or involved with the operation or use of the Property to commit any act or omission
affording the federal government or any state or local government the right of forfeiture against the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby
covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its
property used or useful in the conduct of its business and shall keep the Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and
improvements thereto, all as more fully provided in the Loan Documents. Borrower shall keep the Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other
insurance, as is more fully provided in this Agreement. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due
diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower or the Property or any alleged violation of any Legal Requirement, provided that (i) no Default or Event of Default has occurred and
remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be
conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall
promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal
Requirement against Borrower or the Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure compliance with such Legal Requirement, together with all interest and
penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such
Legal Requirement is finally established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost. 

  
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 5.1.2 Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges
now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with
the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten
(10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become
delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant
taxing authority). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to
the Property. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application
in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any
other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the Property nor any part thereof
or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest
and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall furnish such security as may be required in
the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant
entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there
shall be any danger of the Lien of the Mortgage being primed by any related Lien. 
 5.1.3 Litigation. Borrower
shall give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened against Borrower and/or Guarantor which might materially adversely affect Borrower’s or Guarantor’s condition (financial or
otherwise) or business or the Property. 
 5.1.4 Access to Property. Borrower shall permit agents, representatives
and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice. 

  
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 5.1.5 Notice of Default. Borrower shall promptly advise Lender of any material
adverse change in Borrower’s or Guarantor’s condition, financial or otherwise, or of the occurrence of any Default or Event of Default of which Borrower has knowledge. 

5.1.6 Cooperate in Legal Proceedings. Borrower shall cooperate fully with Lender with respect to any proceedings before any
court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to
participate in any such proceedings. 
 5.1.7 Perform Loan Documents. Borrower shall observe, perform and satisfy
all the terms, provisions, covenants and conditions of, and shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, Borrower. 

5.1.8 Award and Insurance Benefits. Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Awards
or Insurance Proceeds lawfully or equitably payable in connection with the Property, and Lender shall be reimbursed for any expenses incurred in connection therewith (including attorneys’ fees and disbursements, and the payment by Borrower of
the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting the Property or any part thereof) out of such Insurance Proceeds. 
 5.1.9 Further Assurances. Borrower shall, at Borrower’s sole cost and expense: 
 (a) furnish to Lender all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and
each and every other document, certificate, agreement and instrument required to be furnished by Borrower pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith; 

(b) execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts
necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and 

(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying
out of the intents and purposes of this Agreement and the other Loan Documents, as Lender shall reasonably require from time to time. 
 5.1.10 Principal Place of Business, State of Organization. Borrower will not cause or permit any change to be made in its name, identity (including its trade name or names), place of
organization or formation (as set forth in Section 4.1.36 hereof) or Borrower’s corporate or partnership or other structure unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days
prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting or protecting the lien and security interests of Lender pursuant to this Agreement, and the other Loan Documents and,
in the case of a change in Borrower’s structure, without first obtaining the prior written consent of Lender, which consent may given or denied in Lender’s sole discretion. Upon Lender’s request,


  
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Borrower shall, at Borrower’s sole cost and expense, execute and deliver additional security agreements and other instruments which may be necessary to effectively evidence or perfect
Lender’s security interest in the Property as a result of such change of principal place of business or place of organization. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books
and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the
existence of Borrower) and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower
shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational
identification number. 
 5.1.11 Financial Reporting. 

(a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with the requirements
for a Special Purpose Entity set forth herein and GAAP (or such other accounting basis acceptable to Lender), proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower and all items of income and expense in
connection with the operation of the Property. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, records and accounts at the office of Borrower or any other Person
maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s
accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. 
 (b) Borrower will furnish to Lender annually, within ninety (90) days following the end of each Fiscal Year of Borrower, a complete copy of Borrower’s annual financial statements prepared by a
certified public accountant acceptable to Lender in accordance with GAAP (or such other accounting basis acceptable to Lender) covering the Property for such Fiscal Year and containing statements of profit and loss for Borrower and the Property and
a balance sheet for Borrower, accompanied by an Officer’s Certificate stating that such items are true, correct, accurate, and complete and fairly present the financial condition and results of the operations of Borrower and the Property. Such
statements shall set forth the financial condition and the results of operations for the Property for such Fiscal Year, and shall include, but not be limited to, amounts representing annual net operating income, net cash flow, gross income, and
operating expenses. 
 (c) Borrower will furnish, or cause to be furnished, to Lender on or before thirty (30) days after
the end of each calendar quarter the following items, accompanied by an Officer’s Certificate stating that such items are true, correct, accurate, and complete and fairly present the financial condition and results of the operations of Borrower
and the Property (subject to normal year-end adjustments) as applicable: (i) a rent roll for the subject quarter; (ii) quarterly and year-to-date operating statements (including Capital Expenditures) prepared for each calendar quarter,


  
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noting net operating income, gross income, and operating expenses (not including any contributions to the Replacement Reserve Fund and the Required Repair Fund), and other information necessary
and sufficient to fairly represent the financial position and results of operation of the Property during such calendar quarter, and containing a comparison of budgeted income and expenses and the actual income and expenses; and (iii) a
calculation reflecting the annual Debt Service Coverage Ratio for the immediately preceding three (3), six (6), and twelve (12) month periods as of the last day of such quarter. In addition, such certificate shall also be accompanied by an
Officer’s Certificate stating that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate. 

(d) For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower shall submit to Lender an
Annual Budget not later than thirty (30) days prior to the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender. The Annual Budget shall be subject to Lender’s written approval (each such Annual Budget, an
“Approved Annual Budget”). In the event that Lender objects to a proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to
Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten
(10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this subsection until Lender approves
the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance
Premiums and Other Charges. 
 (e) In the event that Borrower must incur an extraordinary operating expense or capital expense
not set forth in the Approved Annual Budget (each an “Extraordinary Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, which
may be given or denied in Lender’s sole discretion. 
 (f) Borrower shall furnish to Lender, within ten (10) Business
Days after request (or as soon thereafter as may be reasonably possible), such further detailed information with respect to the operation of the Property and the financial affairs of Borrower as may be reasonably requested by Lender. 

(g) Borrower shall furnish to Lender, within ten (10) Business Days after Lender’s request (or as soon thereafter as may be
reasonably possible), financial and sales information from any Tenant designated by Lender (to the extent such financial and sales information is required to be provided under the applicable Lease and same is received by Borrower after request
therefor). 
 (h) Borrower will cause Guarantor to furnish to Lender annually, within one hundred twenty (120) days
following the end of each Fiscal Year of Guarantor, financial statements prepared by an independent certified public accountant, which shall include an annual balance sheet and profit and loss statement of Guarantor, in the form reasonably required
by Lender and accompanied by an Officer’s Certificate stating that such items are true, correct, accurate,. 

  
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 (i) Any reports, statements or other information required to be delivered under this
Agreement shall be delivered (i) in paper form, (ii) on a diskette, and (iii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared
using Microsoft Word for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Borrower agrees that Lender may disclose information regarding the Property and Borrower that is provided to Lender
pursuant to this Section 5.1.11 in connection with the Securitization to such parties requesting such information in connection with such Securitization. 
 5.1.12 Business and Operations. Borrower will continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance,
management and operation of the Property. Borrower will qualify to do business and will remain in good standing under the laws of the jurisdiction of its formation as and to the extent the same are required for the ownership, maintenance, management
and operation of the Property. Borrower shall at all times during the term of the Loan, continue to own all of Equipment, Fixtures and Personal Property which are necessary to operate the Property in the manner required hereunder and in the manner
in which it is currently operated. 
 5.1.13 Title to the Property. Borrower will warrant and defend (a) the
title to the Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Lien of the Mortgage on the Property, subject only to Liens permitted hereunder
(including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys’ fees and expenses) incurred by Lender if
an interest in the Property, other than as permitted hereunder, is claimed by another Person. 
 5.1.14 Costs of
Enforcement. In the event (a) that the Mortgage encumbering the Property is foreclosed in whole or in part or that the Mortgage is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the
foreclosure of any mortgage encumbering the Property prior to or subsequent to the Mortgage in which proceeding Lender is made a party, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or
any of its constituent Persons or an assignment by Borrower or any of its constituent Persons for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all costs of collection and defense,
including reasonable attorneys’ fees and expenses, incurred by Lender or Borrower in connection therewith and in connection with any appellate proceeding or post judgment action involved therein, together with all required service or use taxes.

 5.1.15 Estoppel Statement. 
 (a) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Note,
(ii) the unpaid principal amount of the Note, (iii) the Interest Rate of the Note, (iv) the 

  
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date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, claimed by Borrower, and (vi) that the Note, this
Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. 

(b) Borrower shall deliver to Lender upon request, tenant estoppel certificates from each commercial Tenant leasing space at the Property
in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year. 

5.1.16 Loan Proceeds. Borrower shall use the proceeds of the Loan received by it on the Closing Date only for the purposes
set forth in Section 2.1.4 hereof. 
 5.1.17 Performance by Borrower. Borrower shall in a timely
manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement,
termination or other modification of any Loan Document executed and delivered by, or applicable to, Borrower without the prior written consent of Lender. 
 5.1.18 Confirmation of Representations. Borrower shall deliver, in connection with any Securitization, (a) one (1) or more Officer’s Certificates certifying as to the accuracy
of all representations made by Borrower in the Loan Documents as of the date of the closing of such Securitization in all relevant jurisdictions, and (b) certificates of the relevant Governmental Authorities in all relevant jurisdictions
indicating the good standing and qualification of Borrower, Principal and Guarantor as of the date of the Securitization. 

5.1.19 Environmental Covenants. 
 (a) Borrower covenants and agrees that: (i) all uses and operations on or of the Property, whether by Borrower or any other Person, shall be in compliance with all Environmental Laws and permits
issued pursuant thereto; (ii) there shall be no Releases of Hazardous Substances in, on, under or from the Property; (iii) there shall be no Hazardous Substances in, on, or under the Property, except those that are (A) in compliance
with all Environmental Laws and with permits issued pursuant thereto (to the extent such permits are required by Environmental Law), (B) de-minimis amounts necessary to operate the Property for the purposes set forth in the Loan Agreement which
will not result in an environmental condition in, on or under the Property and which are otherwise permitted under and used in compliance with Environmental Law and (C) fully disclosed to Lender in writing; (iv) Borrower shall keep the
Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of Borrower or any other Person (the “Environmental Liens”); (v) Borrower shall, at its
sole cost and expense, fully and expeditiously cooperate in all activities pursuant to subsection (b) below, including but not limited to providing all relevant information and making knowledgeable persons available for interviews;
(vi) Borrower shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with the Property, pursuant to any reasonable written request of Lender made in the
event that Lender has reason to 

  
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believe that an environmental hazard exists on the Property (including but not limited to sampling, testing and analysis of soil, water, air, building materials and other materials and substances
whether solid, liquid or gas), and share with Lender the reports and other results thereof, and Lender and other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (vii) Borrower shall, at its sole cost and
expense, comply with all reasonable written requests of Lender made in the event that Lender has reason to believe that an environmental hazard exists on the Property (A) reasonably effectuate Remediation of any condition (including but not
limited to a Release of a Hazardous Substance) in, on, under or from the Property; (B) comply with any Environmental Law; (C) comply with any directive from any Governmental Authority; and (D) take any other reasonable action
necessary or appropriate for protection of human health or the environment; (viii) Borrower shall not do or allow any Tenant or other user of the Property to do any act that materially increases the dangers to human health or the environment,
poses an unreasonable risk of harm to any Person (whether on or off the Property), impairs or may impair the value of the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste, or
violates any covenant, condition, agreement or easement applicable to the Property; and (ix) Borrower shall immediately notify Lender in writing of (A) any presence or Releases or threatened Releases of Hazardous Substances in, on, under,
from or migrating towards the Property; (B) any non-compliance with any Environmental Laws related in any way to the Property; (C) any actual or potential Environmental Lien; (D) any required or proposed Remediation of environmental
conditions relating to the Property; and (E) any written or oral notice or other communication of which Borrower becomes aware from any source whatsoever (including but not limited to a governmental entity) relating in any way to the release or
potential release of Hazardous Substances or Remediation thereof, likely to result in liability of any Person pursuant to any Environmental Law, other environmental conditions in connection with the Property, or any actual or potential
administrative or judicial proceedings in connection with anything referred to in this Section. 
 (b) In the event that Lender
has a good faith reason to believe that an environmental hazard exists on the Property that may, in Lender’s sole discretion, endanger any Tenants or other occupants of the Property or their guests or the general public or may materially and
adversely affect the value of the Property, upon reasonable notice from Lender, Borrower shall, at Borrower’s expense, promptly cause an engineer or consultant satisfactory to Lender to conduct an environmental assessment or audit (the scope of
which shall be determined in Lender’s sole and absolute discretion) and take any samples of soil, groundwater or other water, air, or building materials or any other invasive testing requested by Lender and promptly deliver the results of any
such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Lender within a reasonable period or if Lender has reason to believe that an environmental hazard exists on the Property that, in
Lender’s sole judgment, endangers any Tenant or other occupant of the Property or their guests or the general public or may materially and adversely affect the value of the Property, upon reasonable notice to Borrower, Lender and any other
Person designated by Lender, including but not limited to any receiver, any representative of a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon the Property at all reasonable times
to assess any and all aspects of the environmental condition of the Property and its use, including but not limited to conducting any environmental assessment or audit (the scope of which shall be determined in Lender’s sole and absolute
discretion) and taking samples of soil, groundwater or other water, air, or building materials, and reasonably conducting other invasive testing. Borrower shall cooperate with and provide Lender and any such Person designated by Lender with access
to the Property. 

  
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 5.1.20 Leasing Matters. Any Leases with respect to the Property written after
the date hereof, for more than 5,000 square feet shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Upon request, Borrower shall furnish Lender with executed copies of
all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially
affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgage and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power
of sale. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in
the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a
Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Lease covering more
than 5,000 square feet will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other
assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents;
and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding anything to the contrary
contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Lender’s prior written consent. Notwithstanding anything to the contrary contained herein, all new Leases and all amendments,
modifications, extensions, and renewals of existing Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. 
 (b) To the extent Lender’s written approval is required pursuant to this Section 5.1.20 to any Lease or modification, Borrower’s written request therefor shall be delivered together
with such materials reasonably requested by Lender in order to evaluate such request (it being acknowledged and agreed that no request for consent shall be effective unless and until such materials have been delivered to Lender) and shall
conspicuously state, in large bold type, that “PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THIS IS A REQUEST FOR LENDER’S CONSENT. LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE
TO RESPOND WITHIN SUCH TIME PERIOD WILL ENABLE BORROWER TO DELIVER A SECOND NOTICE REQUESTING LENDER’S CONSENT”. In the event Lender fails to approve or disapprove to such request within ten (10) Business Days’ of the
effective date of such initial request, Borrower may deliver to Lender a second written request for approval, which second written request for approval shall conspicuously state, in large bold type, that “THIS IS A 


  
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REQUEST FOR LENDER’S CONSENT. LENDER’S CONSENT IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN
TEN (10) BUSINESS DAYS’ OF LENDER’S RECEIPT OF THIS WRITTEN NOTICE”. In the event that Lender fails to approve or disapprove the second written request within such ten (10) Business Day period, then Lender’s consent
shall be deemed to have been granted. 
 5.1.21 Alterations. Borrower shall obtain Lender’s prior written
consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property
or the Property’s Net Operating Income; provided that the alterations contemplated under this Section 5.1.21 do not include Borrower’s repair obligations under Section 5.1.1 hereof Notwithstanding the foregoing,
Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that
such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the date hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a
Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in
connection with the Restoration of the Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement. If the total unpaid amounts due and payable with respect to alterations to the
Improvements at the Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) shall at any time exceed $250,000.00 (the “Threshold Amount”), Borrower shall promptly deliver to Lender as security for the
payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that, at
Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class
thereof in connection with any Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by S&P of not less than
“A-1+” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that, at
Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class
thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by
Tenants under the Leases) over the Threshold Amount and Lender may apply such security from time to time at the option of Lender to pay for such alterations. 

  
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 5.1.22 Operation of Property. 

(a) Borrower shall cause the Property to be operated, in all material respects, in accordance with the Management Agreement (or
Replacement Management Agreement) as applicable. In the event that the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management
Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. 

(b) Borrower shall: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to
be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement of
which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Management Agreement; and (iv) enforce the performance
and observance of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement, in a commercially reasonable manner. 
 5.1.23 Embargoed Person. Borrower has performed and shall perform reasonable due diligence to insure that at all times throughout the term of the Loan, including after giving effect to any
Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Principal and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no
Embargoed Person has any interest of any nature whatsoever in Borrower, Principal or Guarantor, as applicable, with the result that the investment in Borrower, Principal or Guarantor, as applicable (whether directly or indirectly), is prohibited by
law or the Loan is in violation of law; and (c) none of the funds of Borrower, Principal or Guarantor, as applicable, have been derived from, or are the proceeds of, any unlawful activity, including money laundering, terrorism or terrorism
activities, with the result that the investment in Borrower, Principal or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law, or may cause the Property to be subject to forfeiture or
seizure. Borrower or one of its Affiliates has in place, and shall at all times on and after the date hereof maintain in place, policies and procedures by which each of the direct and indirect investors in Borrower is screened in order to confirm
that such investors are not Embargoed Persons. 
 5.1.24 Ground Lease. 

(a) Borrower shall, at its sole cost and expense, promptly and timely perform and observe (or cause to be promptly and timely performed
and observed) all the terms, covenants and conditions required to be performed and observed by such Borrower as lessee under the Ground Lease (including, but not limited to, the payment of all rent, additional rent, percentage rent and other charges
required to be paid under the Ground Lease). 
 (b) If Borrower shall be in default under the Ground Lease, then, subject to the
terms of the Ground Lease, Borrower shall grant Lender the right (but not the obligation), to cause the default or defaults under the Ground Lease to be remedied and otherwise exercise any and all rights of Borrower under the Ground Lease, as may be
necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Ground Lease and the Loan Documents, and Lender shall have the right to enter all or any portion of the Leasehold Parcel at such
times and in such manner as Lender deems necessary, to prevent or to cure any such default. 

  
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 (c) The actions or payments of Lender to cure any default by Borrower under the Ground Lease
shall not remove or waive, as between Borrower and Lender, the default that occurred under this Agreement by virtue of the default by Borrower under the Ground Lease. All sums expended by Lender to cure any such default shall be paid by Borrower to
Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by
the related Mortgage. 
 (d) Borrower shall notify Lender promptly in writing (i) upon learning of the occurrence of any
default by the Ground Lessor under the Ground Lease or the occurrence of any event that, with the passage or time or service of notice, or both, would constitute a default by the Ground Lessor and (ii) of the receipt by Borrower of any notice
(written or otherwise) from the Ground Lessor under the Ground Lease noting or claiming the occurrence of any default by Borrower under the Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both,
would constitute a default by Borrower under the Ground Lease. Borrower shall promptly deliver to Lender a copy of any such written notice of default. 
 (e) Within ten (10) days after receipt of written demand by Lender, Borrower shall use reasonable efforts to obtain from the Ground Lessor under the Ground Lease and furnish to Lender an estoppel
certificate of the Ground Lessor stating the date through which rent has been paid and whether or not there are any defaults thereunder and specifying the nature of such claimed defaults, if any. 

(f) Borrower shall promptly execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to
cure any default by Borrower under the Ground Lease or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents with respect to
the Leasehold Parcel. Borrower hereby irrevocably appoints Lender as its true and lawful attorney in fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower
under or with respect to the Ground Lease, including, without limitation, the right to effectuate any extension or renewal of the Ground Lease, or to preserve any rights of Borrower whatsoever in respect of any part of the Ground Lease (and the
above powers granted to Lender are coupled with an interest and shall be irrevocable). 
 (g) Notwithstanding anything to the
contrary contained in this Agreement with respect to the Ground Lease: 
 (i) The lien of the Mortgage attaches
to all of Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, 11 U.S.C. Sections 101 et seq., including, without limitation, all of Borrower’s rights, as debtor, to remain in
possession of the Leasehold Parcel. 

  
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 (ii) Borrower shall not, without Lender’s prior written consent, elect
to treat the Ground Lease as terminated under Subsection 365(h)(l) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void. 

(iii) As security for the Debt, Borrower unconditionally assigns, transfers and sets over to Lender all of its claims and
rights to the payment of damages arising from any rejection by the Ground Lessor under the Ground Lease under the Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower in respect of any claim, suit, action or
proceeding relating to the rejection of the Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of the Ground Lessor
under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Debt shall have been satisfied and discharged in
full. Any amounts received by Lender or Borrower as damages arising out of the rejection of the Ground Lease as aforesaid may be applied by Lender to all costs and expenses of Lender (including, without limitation, reasonable attorney’s fees
and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the applicable provisions of this Agreement. 
 (iv) If, pursuant to Subsection 365(h) of the Bankruptcy Code, Borrower seeks to offset, against the rent reserved in the Ground Lease, the amount of any damages caused by the nonperformance by the Ground
Lessor of any of its obligations thereunder after the rejection by the Ground Lessor of the Ground Lease under the Bankruptcy Code, then Borrower shall not effect any offset of the amounts so objected to by Lender. If Lender has failed to object as
aforesaid within ten (10) days after notice from Borrower in accordance with the first sentence of this Subsection, Borrower may proceed to offset the amounts set forth in its notice. 

(v) If any action, proceeding, motion or notice shall be commenced or filed in respect of the Ground Lessor of all or any
part of the Leasehold Parcel in connection with any case under the Bankruptcy Code, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such
litigation at Borrower’s sole cost and expense. Borrower shall, upon demand, pay to Lender all costs and expenses (including reasonable attorneys’ fees and costs) actually paid or actually incurred by Lender in connection with the
cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the lien of the related Mortgage and the other Loan Documents. 

(vi) Borrower shall promptly, after obtaining knowledge of such filing notify Lender orally of any filing by or against
the Ground Lessor under the Ground Lease of a petition under the Bankruptcy Code. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any information available to Borrower as to the date of such filing, the
court in which such petition was filed, and the relief sought in such filing. Borrower shall promptly deliver to Lender any and all notices, summonses, pleadings, applications and other documents received by it in connection with any such petition
and any proceedings relating to such petition. 

  
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 5.1.25 Preferred Member Redemption. Borrower shall provide Lender, within one
(1) Business Day after the Preferred Member Redemption has occurred, (a) an Officer’s Certificate confirming that the Preferred Member Redemption has occurred, (b) evidence acceptable to Lender of the Preferred Member Redemption,
and (c) an updated organizational chart of the Borrower reflecting the occurrence of the Preferred Member Redemption (the “Preferred Member Redemption Notice”). If the Preferred Member Redemption has not occurred within
forty-five (45) days after the Effective Date (as defined in the Sole Member’s Operating Agreement), Borrower shall promptly provide written notice to Lender of that development (the “Preferred Member Notice”). 

Section 5.2 Negative Covenants. From the date hereof until payment and performance in full of all obligations of
Borrower under the Loan Documents or the earlier release of the Lien of the Mortgage and any other collateral in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do,
directly or indirectly, any of the following: 
 5.2.1 Operation of Property. 

(a) Borrower shall not, without Lender’s prior written consent (which consent shall not be unreasonably withheld):
(i) surrender, terminate, cancel, amend or modify the Management Agreement; provided, that Borrower may, without Lender’s consent, replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement
Management Agreement; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement, or (iv) otherwise modify,
change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. 
 (b) Following the occurrence and during the continuance of an Event of Default, Borrower shall not exercise any rights, make any decisions, grant any approvals or otherwise take any action under the
Management Agreement without the prior written consent of Lender, which consent may be granted, conditioned or withheld in Lender’s sole discretion. 
 5.2.2 Liens. Borrower shall not create, incur, assume or suffer to exist any Lien on any portion of the Property or permit any such action to be taken, except for Permitted Encumbrances.

 5.2.3 Dissolution. Borrower shall not (a) engage in any dissolution, liquidation or consolidation or
merger with or into any other business entity, (b) engage in any business activity not related to the ownership and operation of the Property, (c) transfer, lease or sell, in one transaction or any combination of transactions, the assets
or all or substantially all of the properties or assets of Borrower except to the extent permitted by the Loan Documents, (d) modify, amend, waive or terminate its organizational documents or its qualification and good standing in any
jurisdiction or (e) cause the Principal to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which the Principal would be dissolved, wound up or liquidated in whole or in part, or
(ii) amend, modify, waive or terminate the organizational documents of the Principal, in each case, without obtaining the prior written consent of Lender or Lender’s designee. 

  
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 5.2.4 Change In Business. Borrower shall not enter into any line of business
other than the ownership and operation of the Property, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present
business. Nothing contained in this Section 5.2.4 is intended to expand the rights of Borrower contained in Section 5.2.10(d) hereof. 
 5.2.5 Debt Cancellation. Borrower shall not cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Borrower by any Person,
except for adequate consideration and in the ordinary course of Borrower’s business. 
 5.2.6 Zoning.
Borrower shall not initiate or consent to any zoning reclassification of any portion of the Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of the Property in any manner that could result in
such use becoming a non conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior written consent of Lender. 
 5.2.7 No Joint Assessment. Borrower shall not suffer, permit or initiate the joint assessment of the Property (a) with any other real property constituting a tax lot separate from the
Property, and (b) which constitutes real property with any portion of the Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property
shall be assessed or levied or charged to such real property portion of the Property. 
 5.2.8 Ground Lease.

 (a) Borrower shall not waive, excuse, condone or in any way release or discharge the Ground Lessor from its material
obligations, covenants and/or conditions under the Ground Lease without the prior written consent of Lender. 
 (b) Borrower
shall not, without Lender’s prior written consent, surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of, or change, modify or amend in any manner, the Ground Lease. 

5.2.9 ERISA. 
 (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement
or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA. 
 (b) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, that
(A) Borrower is not and does not maintain an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA;
(B) Borrower is not subject to any state statute regulating investment of, or fiduciary obligations with respect to governmental plans and (C) one or more of the following circumstances is true: 

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


  
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 (ii) Less than twenty-five percent (25%) of each outstanding class of
equity interests in Borrower are held by “benefit plan investors” within the meaning of 29 C.F.R. §2510.3-101(f)(2); or 
 (iii) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. §2510.3-101(c) or (e). 

5.2.10 Transfers. 
 (a) Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners, members, principals and (if Borrower is a trust) beneficial owners in
owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and
the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other
Obligations, Lender can recover the Debt by a sale of the Property. Notwithstanding the foregoing, for purposes hereof, a “Transfer” shall not include Permitted Transfers. 

(b) Without the prior written consent of Lender, and except to the extent otherwise set forth in this Section 5.2.10,
Borrower shall not, and shall not permit any Restricted Party to do any of the following (collectively, a “Transfer”): (i) sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or
otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) the Property or any part thereof or any legal or beneficial interest therein
or (ii) permit a Sale or Pledge of an interest in any Restricted Party, other than (A) pursuant to Leases of space in the Improvements to Tenants in accordance with the provisions of Section 5.1.20 and (B) Permitted
Transfers. 
 (c) A Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower
agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space Tenant thereunder or a sale,
assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of
such corporation’s stock or the creation or issuance of new stock; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general
partner or the Sale or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such


  
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limited partnership interest or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the
change, removal, resignation or addition of a managing member or non member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or
proceeds relating to such membership interest, or the Sale or Pledge of non managing membership interests or the creation or issuance of new non managing membership interests; (vi) if a Restricted Party is a trust or nominee trust, any merger,
consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (vii) the removal or the resignation of the managing agent (including, without
limitation, an Affiliated Manager) other than in accordance with Section 5.1.22 hereof. 
 (d) Notwithstanding the
provisions of this Section 5.2.10, Lender’s consent shall not be required in connection with one or a series of Transfers, of not more than forty-nine percent (49%) of the stock, the limited partnership interests or
non-managing membership interests (as the case may be) in a Restricted Party, including the redemption of Preferred Member’s (i) initial capital contribution of $1,500,000 to Sole Member and (ii) any accrued and unpaid preferred
return on such initial capital contribution, all in accordance with Sole Member’s Operating Agreement (the “Preferred Member Redemption”); provided, however, no such Transfer shall result in the change of Control
in a Restricted Party, and as a condition to each such Transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer. In addition, at all times, TNP must continue to Control Borrower and Manager
and own, directly or indirectly, at least a 51% legal and beneficial interest in Borrower and Manager. 
 (e) No Transfer of the
Property and assumption of the Loan shall occur during the period that is sixty (60) days prior to and sixty (60) days after a Securitization. Otherwise, Lender’s consent to a one (1) time Transfer of the Property and assumption
of the Loan shall not be unreasonably withheld provided that Lender receives sixty (60) days prior written notice of such Transfer and no Event of Default has occurred and is continuing, and further provided that the following additional
requirements are satisfied: 
 (i) Borrower shall pay Lender a transfer fee equal to one percent (1%) of the
outstanding principal balance of the Loan at the time of such transfer; 
 (ii) Borrower shall pay any and all
reasonable out-of-pocket costs incurred in connection with such Transfer (including, without limitation, Lender’s counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes and the fees and
expenses of the Rating Agencies pursuant to clause (x) below); 
 (iii) The proposed transferee (the
“Transferee”) or Transferee’s Principals must have demonstrated expertise in owning and operating properties similar in location, size, class and operation to the Property, which expertise shall be reasonably determined by
Lender; 
 (iv) Transferee and Transferee’s Principals shall, as of the date of such transfer, have an
aggregate net worth and liquidity reasonably acceptable to Lender; 

  
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 (v) Transferee, Transferee’s Principals and all other entities which
may be owned or Controlled directly or indirectly by Transferee’s Principals (“Related Entities”) must not have been party to any bankruptcy proceedings, voluntary or involuntary, made an assignment for the benefit of creditors
or taken advantage of any insolvency act, or any act for the benefit of debtors within seven (7) years prior to the date of the proposed Transfer; 
 (vi) Transferee shall assume all of the obligations of Borrower under the Loan Documents in a manner satisfactory to Lender in all respects, including, without limitation, by entering into an assumption
agreement in form and substance satisfactory to Lender; 
 (vii) There shall be no material litigation or
regulatory action pending or threatened against Transferee, Transferee’s Principals or Related Entities which is not reasonably acceptable to Lender; 
 (viii) Transferee, Transferee’s Principals and Related Entities shall not have defaulted under its or their obligations with respect to any other Indebtedness in a manner which is not reasonably
acceptable to Lender; 
 (ix) Transferee and Transferee’s Principals must be able to satisfy all the
representations and covenants set forth in Sections 4.1.30, 4.1.35, 5.1.23 and 5.2.9 of this Agreement, no Default or Event of Default shall otherwise occur as a result of such Transfer, and Transferee and Transferee’s Principals
shall deliver (A) all organizational documentation reasonably requested by Lender, which shall be reasonably satisfactory to Lender and (B) all certificates, agreements, covenants and legal opinions reasonably required by Lender;

 (x) If required by Lender, Transferee shall be approved by the Rating Agencies selected by Lender, which
approval, if required by Lender, shall take the form of a confirmation in writing from such Rating Agencies to the effect that such Transfer will not result in a requalification, reduction, downgrade or withdrawal of the ratings in effect
immediately prior to such assumption or transfer for the Securities or any class thereof issued in connection with a Securitization which are then outstanding; 
 (xi) Prior to any release of Guarantor, one (1) or more substitute guarantors reasonably acceptable to Lender shall have assumed all of the liabilities and obligations of Guarantor under the Guaranty
and Environmental Indemnity executed by Guarantor or execute a replacement guaranty and environmental indemnity reasonably satisfactory to Lender; 
 (xii) Borrower shall deliver, at its sole cost and expense, an endorsement to the Title Insurance Policy, as modified by the assumption agreement, as a valid first lien on the Property and naming the
Transferee as owner of the Property, which endorsement shall insure that, as of the date of the recording of the assumption agreement, the Property shall not be subject to any additional exceptions or liens other than those contained in the Title
Policy issued on the date hereof and the Permitted Encumbrances; and 

  
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 (xiii) The Property shall be managed by Qualified Manager pursuant to a
Replacement Management Agreement. 
 Immediately upon a Transfer to such Transferee and the satisfaction of all of the above requirements, the
named Borrower and Guarantor herein shall be released from all liability under this Agreement, the Note, the Mortgage and the other Loan Documents accruing after such Transfer. The foregoing release shall be effective upon the date of such Transfer,
but Lender agrees to provide written evidence thereof reasonably requested by Borrower. 
 (f) Lender shall not be required to
demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower’s Transfer without Lender’s consent. This provision shall apply to every
Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer. 
 ARTICLE 6
- INSURANCE; CASUALTY; CONDEMNATION; 
 Section 6.1 Insurance. 

(a) Borrower shall obtain and maintain, or cause to be maintained, insurance for Borrower and the Property providing at least the
following coverages: 
 (i) comprehensive all risk “special form” insurance including, but not limited
to, loss caused by any type of windstorm or hail on the Improvements and the Personal Property, including contingent liability from Operation of Building Laws, Demolition Costs and Increased Cost of Construction Endorsements, (A) in an amount
equal to one hundred percent (100%) of the “Full Replacement Cost,” which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings)
with a waiver of depreciation; (B) containing an agreed amount endorsement with respect to the Improvements and Personal Property waiving all co-insurance provisions or to be written on a no co-insurance form; (C) providing for no
deductible in excess of $10,000.00 for all such insurance coverage; provided however with respect to windstorm and earthquake coverage, providing for a deductible satisfactory to Lender in its sole discretion; and (D) if any of the
Improvements or the use of the Property shall at any time constitute legal non-conforming structures or uses, coverage for loss due to operation of law in an amount equal to the full Replacement Cost, coverage for demolition costs and coverage for
increased costs of construction. In addition, Borrower shall obtain: (y) if any portion of the Improvements is currently or at any time in the future located in a federally designated “special flood hazard area”, flood hazard
insurance in an amount equal to the lesser of (1) the outstanding principal balance of the Note or (2) the maximum amount of such insurance available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973
or the National Flood Insurance Reform Act of 1994, as each may be amended or such greater amount as Lender shall require, and (z) earthquake insurance in amounts and in form and substance satisfactory to Lender in the event the Property is
located in an area with a high degree of seismic activity; provided that the insurance pursuant to clauses (y) and (z) hereof shall be on terms consistent with the comprehensive all risk insurance policy required under this
subsection (i); 

  
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 (ii) business income or rental loss insurance (A) with loss payable to
Lender; (B) covering all risks required to be covered by the insurance provided for in subsection (i) above; (C) in an amount equal to one hundred percent (100%) of the projected gross revenues from the operation of the
Property (as reduced to reflect expenses not incurred during a period of Restoration) for a period of at least twenty-four (24) months after the date of the Casualty; and (D) containing an extended period of indemnity endorsement which
provides that after the physical loss to the Improvements and Personal Property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of six
(6) months from the date that the Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period. The amount of such business income or rental
loss insurance shall be determined prior to the date hereof and at least once each year thereafter based on Borrower’s reasonable estimate of the gross revenues from the Property for the succeeding twelve (12) month period. Notwithstanding
the provisions of Section 2.7.1 hereof, all proceeds payable to Lender pursuant to this subsection shall be held by Lender and shall be applied to the obligations secured by the Loan Documents from time to time due and payable
hereunder and under the Note; provided, however, that nothing herein contained shall be deemed to relieve Borrower of its obligations to pay the obligations secured by the Loan Documents on the respective dates of payment provided for
in this Agreement and the other Loan Documents except to the extent such amounts are actually paid out of the proceeds of such business income insurance; 
 (iii) at all times during which structural construction, repairs or alterations are being made with respect to the Improvements, and only if the Property coverage form does not otherwise apply,
(A) owner’s contingent or protective liability insurance, otherwise known as Owner Contractor’s Protective Liability, covering claims not covered by or under the terms or provisions of the above mentioned commercial general liability
insurance policy and (B) the insurance provided for in subsection (i) above written in a so-called builder’s risk completed value form (1) on a non-reporting basis, (2) against all risks insured against pursuant to
subsection (i) above, (3) including permission to occupy the Property and (4) with an agreed amount endorsement waiving co-insurance provisions; 

(iv) comprehensive boiler and machinery insurance, if steam boilers or other pressure-fixed vessels are in operation, in
amounts as shall be reasonably required by Lender on terms consistent with the commercial property insurance policy required under subsection (i) above; 

(v) commercial general liability insurance against claims for personal injury, bodily injury, death or property damage
occurring upon, in or about the Property, such insurance (A) to be on the so-called “occurrence” form with a combined limit of not less than $2,000,000.00 in the aggregate and $1,000,000.00 per occurrence; (B) to continue at not
less than the aforesaid limit until required to be changed by Lender in writing by 

  
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reason of changed economic conditions making such protection inadequate and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed
operations on an “if any” basis; (3) independent contractors; (4) blanket contractual liability for all written contracts and (5) contractual liability covering the indemnities contained in Article 9 of the Mortgage to the
extent the same is available; 
 (vi) automobile liability coverage for all owned and non-owned vehicles,
including rented and leased vehicles containing minimum limits per occurrence of $1,000,000.00; 
 (vii)
worker’s compensation and employee’s liability subject to the worker’s compensation laws of the applicable state; 
 (viii) umbrella and excess liability insurance in an amount not less than $50,000,000.00 per occurrence on terms consistent with the commercial general liability insurance policy required under
subsection (v) above, including, but not limited to, supplemental coverage for employer liability and automobile liability, which umbrella liability coverage shall apply in excess of the automobile liability coverage in clause
(vi) above; 
 (ix) the insurance required under this Section 6.1(a) above shall cover perils of
terrorism and acts of terrorism and Borrower shall maintain insurance for loss resulting from perils and acts of terrorism on terms (including amounts) consistent with those required under Sections 6.1(a) above at all times during the term of
the Loan; and 
 (x) upon sixty (60) days written notice, such other reasonable insurance, including, but
not limited to, sinkhole or land subsidence insurance, and in such reasonable amounts as Lender from time to time may reasonably request against such other insurable hazards which at the time are commonly insured against for property similar to the
Property located in or around the region in which the Property is located. 
 (b) All insurance provided for in
Section 6.1(a) hereof, shall be obtained under valid and enforceable policies (collectively, the “Policies” or in the singular, the “Policy”), and shall be subject to the approval of Lender as to
insurance companies, amounts, and deductibles, and shall designate Lender as loss payee, mortgagee or additional insured, as applicable. The Policies shall be issued by financially sound and responsible insurance companies authorized to do business
in the State and having a rating of “A:X” or better in the current Best’s Insurance Reports and a claims paying ability rating of “A” or better by at least two (2) of the Rating Agencies including, (i) S&P,
(ii) Fitch, and (iii) Moody’s, if Moody’s is rating the Securities. Notwithstanding the foregoing sentence, Liberty Mutual shall be an acceptable insurance company so long as Liberty Mutual has a claims paying ability rating of
“A-” or better by at least two (2) of the Rating Agencies including, (i) S&P, (ii) Fitch, and (iii) Moody’s. The Policies described in Section 6.1 hereof (other than those strictly limited to
liability protection) shall designate Lender as loss payee. Not later than five (5) Business Days prior to the expiration dates of each Policy theretofore furnished to Lender, Borrower shall deliver to Lender evidence satisfactory to Lender
that such Policy has been renewed or replaced by another policy conforming to the provisions of Section 6.1. Borrower shall provide confirmation that all 

  
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renewed or replaced premiums (the “Insurance Premiums”) have been paid in full, no later than (A) in the case of Borrower provided Policies, the date the premiums on each
such Policy shall be delinquent, or (B) in the case of Tenant provided Policies, two (2) Business Days after the date such Tenant is required to provide such proof to Borrower under the applicable Lease. 

(c) Any blanket insurance Policy shall specifically allocate to the Property the amount of coverage from time to time required hereunder
and shall otherwise provide the same protection as would a separate Policy insuring only the Property in compliance with the provisions of Section 6.1(a) hereof. 
 (d) All Policies provided for or contemplated by Section 6.1(a) hereof, except for the Policy referenced in Section 6.1(a)(vii) of this Agreement, shall name Borrower as the
insured and Lender as the additional insured, as its interests may appear, and in the case of property damage, boiler and machinery, flood and earthquake insurance, shall contain a so-called New York standard non-contributing mortgagee clause in
favor of Lender providing that the loss thereunder shall be payable to Lender. 
 (e) All Policies shall contain clauses or
endorsements to the effect that: 
 (i) no act or negligence of Borrower, or anyone acting for Borrower, or of
any Tenant or other occupant, or failure to comply with the provisions of any Policy, which might otherwise result in a forfeiture of the insurance or any part thereof, shall in any way affect the validity or enforceability of the insurance insofar
as Lender is concerned; 
 (ii) the Policy shall not be materially changed (other than to increase the coverage
provided thereby) or canceled without at least thirty (30) days written notice to Lender and any other party named therein as an additional insured; 
 (iii) the issuers thereof shall give written notice to Lender if the Policy has not been renewed thirty (30) days prior to its expiration; and 

(iv) Lender shall not be liable for any Insurance Premiums thereon or subject to any assessments thereunder. 

(f) If at any time Lender is not in receipt of written evidence that all insurance required hereunder is in full force and effect, Lender
shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Property, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems
appropriate after three (3) Business Days notice to Borrower if prior to the date upon which any such coverage will lapse or at any time Lender deems necessary (regardless of prior notice to Borrower) to avoid the lapse of any such coverage.
All premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, shall be secured by the Mortgage and shall bear interest at the
Default Rate. 

  
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 Section 6.2 Casualty. If the Property shall be damaged or destroyed, in
whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt written notice of such damage to Lender and shall promptly commence and diligently prosecute the completion of the Restoration of the Property
pursuant to Section 6.4 hereof as nearly as possible to the condition the Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with
Section 6.4 hereof. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender
may participate in any settlement discussions with any insurance companies (and shall approve the final settlement, which approval shall not be unreasonably withheld or delayed) with respect to any Casualty in which the Net Proceeds or the costs of
completing the Restoration are equal to or greater than $100,000.00 and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. 
 Section 6.3 Condemnation. Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of the Property and shall deliver to
Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation.
Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any
public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner
provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the
Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any portion of the Property is taken
by a condemning authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property pursuant to Section 6.4 hereof and otherwise comply with the provisions of Section 6.4 hereof. If the
Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a
portion thereof sufficient to pay the Debt. 
 Notwithstanding the foregoing provisions of this Section 6.3, and
Section 6.4 hereof, if the Loan or any portion thereof is included in a REMIC Trust and, immediately following a release of any portion of the Lien of the Mortgage in connection with a Condemnation (but taking into account any proposed
Restoration on the remaining portion of the Property), the Loan to Value Ratio is greater than 125% (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust), the principal
balance of the Loan must be paid down by the least of the following amounts: (i) the net Condemnation Proceeds, (ii) the fair market value of the released property at the time of the release, or (iii) an amount such that the Loan to
Value Ratio (as so determined by Lender) does not increase after the release, unless the Lender receives an opinion of counsel that if such amount is not paid, the Securitization will not fail to maintain its status as a REMIC Trust as a result of
the related release of such portion of the Lien of the Mortgage. 

  
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 Section 6.4 Restoration. The following provisions shall apply in
connection with the Restoration of the Property: 
 (a) If the Net Proceeds shall be less than $250,000.00 and the costs of
completing the Restoration shall be less than $250,000.00, the Net Proceeds will be disbursed by Lender to Borrower upon receipt, provided that all of the conditions set forth in Section 6.4(b)(i) hereof are met and Borrower delivers to
Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement. 
 (b) If the Net Proceeds are equal to or greater than $250,000.00 or the costs of completing the Restoration is equal to or greater than $250,000.00 Lender shall make the Net Proceeds available for the
Restoration in accordance with the provisions of this Section 6.4. The term “Net Proceeds” for purposes of this Section 6.4 shall mean: (i) the net amount of all insurance proceeds received by Lender
pursuant to Section 6.1 (a)(i), (iv), (ix) and (x) as a result of such damage or destruction, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any,
in collecting same (“Insurance Proceeds”), or (ii) the net amount of the Award, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same
(“Condemnation Proceeds”), whichever the case may be. 
 (i) The Net Proceeds shall be made
available to Borrower for Restoration provided that each of the following conditions are met: 
 (A) no Event of
Default shall have occurred and be continuing; 
 (B)(1) in the event the Net Proceeds are Insurance
Proceeds, less than twenty-five percent (25%) of the total floor area of the Improvements on the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (2) in the event the Net Proceeds are Condemnation
Proceeds, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is located on such land; 

(C) Leases demising in the aggregate a percentage amount equal to or greater than the Rentable Space Percentage of the
total rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such Casualty or Condemnation, whichever the case may be, shall remain in full force and effect during and
after the completion of the Restoration, notwithstanding the occurrence of any such Casualty or Condemnation, whichever the case may be, and Borrower and/or Tenant, as applicable under the respective Lease, will make all necessary repairs and
restorations thereto in accordance with each respective Lease. The term “Rentable Space Percentage” shall mean (1) in the event the Net Proceeds are Insurance Proceeds, a percentage amount equal to eighty percent (80%) and
(2) in the event the Net Proceeds are Condemnation Proceeds, a percentage amount equal to eighty percent (80%); 

  
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 (D) Borrower shall commence the Restoration as soon as reasonably
practicable (but in no event later than sixty (60) days after such Casualty or Condemnation, whichever the case may be, occurs) and shall diligently pursue the same to satisfactory completion; 

(E) Lender shall be satisfied that any operating deficits, including all scheduled payments of principal and interest
under the Note, which will be incurred with respect to the Property as a result of the occurrence of any such Casualty or Condemnation, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage
referred to in Section 6.1(a)(ii) hereof, if applicable, or (3) by other funds of Borrower; 

(F) Lender shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) six
(6) months prior to the Maturity Date, (2) the earliest date required for such completion under the terms of any Leases, (3) such time as may be required under all applicable Legal Requirements in order to repair and restore the
Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable, or (4) the expiration of the insurance coverage referred to in
Section 6.1(a)(ii) hereof; 
 (G) the Property and the use thereof after the Restoration will be in
compliance with and permitted under all applicable Legal Requirements; 
 (H) the Restoration shall be done and
completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; 
 (I) such Casualty or Condemnation, as applicable, does not result in the loss of access to the Property or the Improvements; 

(J) the Debt Service Coverage Ratio for the Property, after giving effect to the Restoration, shall be equal to or greater
than 1.20 to 1.0 (not including business interruption insurance proceeds); 
 (K) Borrower shall deliver, or
cause to be delivered, to Lender a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be subject to Lender’s approval; and 

(L) the Net Proceeds together with any cash or cash equivalent deposited by Borrower with Lender are sufficient in
Lender’s reasonable discretion to cover the cost of the Restoration. 
 (ii) The Net Proceeds shall be held
by Lender in an interest-bearing Eligible Account and, until disbursed in accordance with the provisions of this Section 6.4(b), shall constitute additional security for the Debt and Other Obligations under the Loan Documents. The Net
Proceeds shall be disbursed by Lender to, or as directed by, 

  
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Borrower from time to time during the course of the Restoration, upon receipt of evidence satisfactory to Lender that (A) all materials installed and work and labor performed (except to the
extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or
notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured to the
satisfaction of Lender by the title company issuing the Title Insurance Policy. 
 (iii) All plans and
specifications required in connection with the Restoration shall be subject to prior review and acceptance in all respects by Lender and by an independent consulting engineer selected by Lender (the “Casualty Consultant”). Lender
shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well
as the contracts under which they have been engaged, shall be subject to prior review and approval by Lender and the Casualty Consultant. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the
Restoration including, without limitation, reasonable counsel fees and disbursements and the Casualty Consultant’s fees, shall be paid by Borrower. 
 (iv) In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the
Restoration, as certified by the Casualty Consultant, minus the Casualty Retainage. The term “Casualty Retainage” shall mean an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the
Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 6.4(b), be less than
the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been
completed in accordance with the provisions of this Section 6.4(b) and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate governmental and quasi-governmental authorities, and
Lender receives evidence satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Lender will release the portion of the Casualty Retainage being
held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Lender that the contractor, subcontractor or materialman has satisfactorily completed all
work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in
full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the
continued priority of the lien of the Mortgage 

  
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and evidence of payment of any premium payable for such endorsement. If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if
any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman. 
 (v) Lender shall not be obligated to make disbursements of the Net Proceeds more frequently than once every calendar month. 

(vi) If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the opinion of Lender in
consultation with the Casualty Consultant, be sufficient to pay in full the balance of the costs which are estimated by the Casualty Consultant to be incurred in connection with the completion of the Restoration, Borrower shall deposit the
deficiency (the “Net Proceeds Deficiency”) with Lender before any further disbursement of the Net Proceeds shall be made. The Net Proceeds Deficiency deposited with Lender shall be held by Lender and shall be disbursed for costs
actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section 6.4(b) shall constitute additional security for the Debt and
Other Obligations under the Loan Documents. 
 (vii) The excess, if any, of the Net Proceeds (and the remaining
balance, if any, of the Net Proceeds Deficiency) deposited with Lender after the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 6.4(b), and the receipt by
Lender of evidence satisfactory to Lender that all costs incurred in connection with the Restoration have been paid in full, shall be deposited in the Cash Management Account to be disbursed in accordance with this Agreement, provided no Event of
Default shall have occurred and shall be continuing under the Note, this Agreement or any of the other Loan Documents. 
 (c)
All Net Proceeds not required (i) to be made available for the Restoration or (ii) to be returned to Borrower as excess Net Proceeds pursuant to Section 6.4(b)(vii) hereof may be retained and applied by Lender toward the
payment of the Debt in accordance with Section 2.4.2 hereof, whether or not then due and payable in such order, priority and proportions as Lender in its sole discretion shall deem proper, or, at the discretion of Lender, the same may be
paid, either in whole or in part, to Borrower for such purposes as Lender shall approve, in its discretion. 
 (d) In the event
of foreclosure of the Mortgage, or other transfer of title to the Property in extinguishment in whole or in part of the Debt all right, title and interest of Borrower in and to the Policies that are not blanket Policies then in force concerning the
Property and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or Lender or other transferee in the event of such other transfer of title. 

ARTICLE 7 - RESERVE FUNDS 
 Section 7.1 Required Repairs. 
 7.1.1 Deposits.
Borrower shall perform the repairs at the Property, as more particularly set forth on Schedule II hereto (such repairs hereinafter referred to as “Required Repairs”). Borrower shall complete the Required Repairs on or before the
required deadline for each repair 

  
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as set forth on Schedule II. It shall be an Event of Default under this Agreement if (a) Borrower does not complete the Required Repairs at the Property by the required deadline for each
repair as set forth on Schedule II, or (b) Borrower does not satisfy each condition contained in Section 7.1.2 hereof. Upon the occurrence of such an Event of Default, Lender, at its option, may withdraw all Required Repair Funds
from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion.
Lender’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. On the Closing Date, Borrower shall deposit with Lender the
amount of $10,000.00, which amount represents one hundred twenty-five percent (125%) of the estimated cost to perform the Required Repairs for the Property. Amounts so deposited with Lender shall be held by Lender in accordance with
Section 7.6 hereof. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s
“Required Repair Account”. 
 7.1.2 Release of Required Repair Funds. Lender shall disburse to
Borrower the Required Repair Funds from the Required Repair Account from time to time upon satisfaction by Borrower of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least thirty
(30) days prior to the date on which Borrower requests such payment be made and specifies the Required Repairs to be paid, (b) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event
of Default shall exist and remain uncured, (c) Lender shall have received an Officers’ Certificate (i) stating that all Required Repairs to be funded by the requested disbursement have been completed in good and workmanlike manner and
in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the
Required Repairs, (ii) identifying each Person that supplied materials or labor in connection with the Required Repairs to be funded by the requested disbursement, and (iii) stating that each such Person has been paid in full or will be
paid in full upon such disbursement, such Officers’ Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (d) at Lender’s option, a title search for the Property indicating that the
Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (e) Lender shall have received such other evidence as Lender shall reasonably request that the Required Repairs to be funded by the requested
disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to make disbursements from the Required Repair Account with respect to the Property (i) more than once a month
and (ii) unless such requested disbursement is in an amount greater than $25,000.00 (or a lesser amount if the total amount in the Required Repair Account is less than $25,000.00), in which case only one disbursement of the amount remaining in
the account shall be made) and such disbursement shall be made only upon satisfaction of each condition contained in this Section 7.1.2. 
 Section 7.2 Tax and Insurance Escrow Fund. Borrower shall pay to Lender (a) on the Closing Date an initial deposit and (b) on each Payment Date thereafter (i) one-twelfth
(1/12) of the Taxes and Other Charges that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes and 

  
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Other Charges at least thirty (30) days prior to their respective due dates, and (ii) one-twelfth (1/12) of the Insurance Premiums that Lender estimates will be payable for the
renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (said amounts
in (a) and (b) above hereinafter called the “Tax and Insurance Escrow Fund”). Lender will apply the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to
Section 5.1.2 hereof and under the Mortgage. In making any payment relating to the Tax and Insurance Escrow Fund, Lender may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to
Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount
of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes, Other Charges and Insurance Premiums pursuant to Section 5.1.2 hereof, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess
against future payments to be made to the Tax and Insurance Escrow Fund. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes, Other Charges and Insurance Premiums by the
dates set forth in (a) and (b) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender estimates is sufficient to make up the deficiency at least thirty
(30) days prior to the due date of the Taxes and Other Charges and/or thirty (30) days prior to expiration of the Policies, as the case may be. 
 Notwithstanding anything to the contrary hereinbefore contained, Lender shall waive the requirement set forth herein for Borrower to make deposits for the payment of Insurance Premiums into the Tax and
Insurance Escrow Account so long as (a) no Event of Default has occurred, and (b) Borrower shall have provided Lender with satisfactory evidence (as determined by Lender) that the Property is insured in accordance with Section 6.1 of
this Agreement pursuant to a blanket insurance Policy covering substantially all real property owned directly or indirectly by Guarantor, including, without limitation, the Property. 

Further, notwithstanding anything to the contrary hereinbefore contained, given that each of JPMorgan Chase Bank N.A. as
successor-in-interest to Washington Mutual Bank, F.A. (“JPM Tenant”) and Wendy’s International, Inc. (“Wendy’s Tenant”) currently occupies an entire separate tax parcel (JPM Tenant as to Tax Parcel
No. 0517-100 and Wendy’s Tenant as to Tax Parcel No. 0517-102) and is required pursuant to its respective Lease to pay directly to the taxing authority all Taxes assessed against the applicable tax parcel, Lender shall waive the
requirement set forth herein for Borrower to make deposits for the payment of Taxes applicable to each such tax parcel into the Tax and Insurance Escrow Fund so long as (a) no Event of Default exists, (b) the Lease of the applicable Tenant
is in full force and effect, (c) the applicable Tenant continues to occupy the separate tax parcel, (d) the applicable Tenant continues to be required, pursuant to its respective Lease, to pay directly to the taxing authority all Taxes
assessed against the applicable tax parcel and does actually pay such Taxes directly, and (e) Borrower shall have provided Lender, on or before the date on which such Taxes are due and payable, evidence satisfactory (as determined by Lender)
that such Taxes have been paid. 

  
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 Section 7.3 Replacements and Replacement Reserve. 

7.3.1 Replacement Reserve Fund. Borrower shall pay to Lender (a) on the Closing Date an initial deposit and
(b) on each Payment Date thereafter $1918.00 (the “Replacement Reserve Monthly Deposit”) which amounts are reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the
Property during the calendar year (collectively, the “Replacements”). Amounts so deposited shall hereinafter be referred to as Borrower’s “Replacement Reserve Fund” and the account in which such amounts are
held shall hereinafter be referred to as Borrower’s “Replacement Reserve Account”. Notwithstanding the preceding sentence, the amount of Replacement Reserve Funds on deposit in the Replacement Reserve Account at any given time
shall not exceed $57,500.00 in the aggregate (the “Replacement Reserve Cap”) and, accordingly, to the extent a Replacement Reserve Monthly Deposit would result in the aggregate amount of Replacement Reserve Funds in the Replacement
Reserve Account to exceed the Replacement Reserve Cap, such Replacement Reserve Monthly Deposit shall be decreased by an amount equal to such excess. Subject to the Replacement Reserve Cap, Lender may reassess its estimate of the monthly amount
necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines based on an updated
property condition report that an increase is necessary to maintain the proper maintenance and operation of the Property. 

7.3.2 Disbursements from Replacement Reserve Account. 

(a) Lender shall make disbursements from the Replacement Reserve Account to pay Borrower only for the costs of the Replacements. Lender
shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse Borrower for the costs of routine maintenance to the Property, replacements of inventory or for costs which are to be reimbursed from the Required Repair
Fund or Rollover Reserve Fund. 
 (b) Lender shall, upon written request from Borrower and satisfaction of the requirements set
forth in this Section 7.3.2, disburse to Borrower amounts from the Replacement Reserve Account necessary to pay for the actual approved costs of Replacements or to reimburse Borrower therefor, upon completion of such Replacements (or,
upon partial completion in the case of Replacements made pursuant to Section 7.3.2(e) hereof) as determined by Lender. In no event shall Lender be obligated to disburse funds from the Replacement Reserve Account if a Default or an Event
of Default exists. 
 (c) Each request for disbursement from the Replacement Reserve Account shall be in a form specified or
approved by Lender and shall specify (i) the specific Replacements for which the disbursement is requested, (ii) the quantity and price of each item purchased, if the Replacement includes the purchase or replacement of specific items,
(iii) the price of all materials (grouped by type or category) used in any Replacement other than the purchase or replacement of specific items, and (iv) the cost of all contracted labor or other services applicable to each Replacement for
which such request for disbursement is made. With each request Borrower shall certify that all Replacements have been made in accordance with all applicable Legal Requirements of any Governmental Authority having jurisdiction over the Property. Each
request for disbursement shall include copies of invoices for all items or materials purchased and all contracted labor or services provided and, unless Lender has agreed to issue joint checks as described below in connection with a particular
Replacement, each request shall include 

  
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evidence satisfactory to Lender of payment of all such amounts. Except as provided in Section 7.3.2(e) hereof, each request for disbursement from the Replacement Reserve Account shall
be made only after completion of the Replacement for which disbursement is requested. Borrower shall provide Lender evidence of completion of the subject Replacement satisfactory to Lender in its reasonable judgment. 

(d) Borrower shall pay all invoices in connection with the Replacements with respect to which a disbursement is requested prior to
submitting such request for disbursement from the Replacement Reserve Account or, at the request of Borrower, Lender will issue joint checks, payable to Borrower and the contractor, supplier, materialman, mechanic, subcontractor or other party to
whom payment is due in connection with a Replacement. In the case of payments made by joint check, Lender may require a waiver of lien from each Person receiving payment prior to Lender’s disbursement from the Replacement Reserve Account. In
addition, as a condition to any disbursement, Lender may require Borrower to obtain lien waivers from each contractor, supplier, materialman, mechanic or subcontractor who receives payment in an amount equal to or greater than $25,000.00 for
completion of its work or delivery of its materials. Any lien waiver delivered hereunder shall conform to the requirements of applicable law and shall cover all work performed and materials supplied (including equipment and fixtures) for the
Property by that contractor, supplier, subcontractor, mechanic or materialman through the date covered by the current reimbursement request (or, in the event that payment to such contractor, supplier, subcontractor, mechanic or materialmen is to be
made by a joint check, the release of lien shall be effective through the date covered by the previous release of funds request). 
 (e) If (i) the cost of a Replacement exceeds $25,000.00, (ii) the contractor performing such Replacement requires periodic payments pursuant to terms of a written contract, and (iii) Lender
has approved in writing in advance such periodic payments, a request for reimbursement from the Replacement Reserve Account may be made after completion of a portion of the work under such contract, provided (A) such contract requires payment
upon completion of such portion of the work, (B) the materials for which the request is made are on site at the Property and are properly secured or have been installed in the Property, (C) all other conditions in this Agreement for
disbursement have been satisfied, (D) funds remaining in the Replacement Reserve Account are, in Lender’s judgment, sufficient to complete such Replacement and other Replacements when required, and (E) if required by Lender, each
contractor or subcontractor receiving payments under such contract shall provide a waiver of lien with respect to amounts which have been paid to that contractor or subcontractor. 

(f) Borrower shall not make a request for disbursement from the Replacement Reserve Account more frequently than once in any calendar
month and (except in connection with the final disbursement) the total cost of all Replacements in any request shall not be less than $25,000.00. 
 7.3.3 Performance of Replacements. 
 (a) Borrower shall make
Replacements when required in order to keep the Property in condition and repair consistent with other comparable properties in the same market segment in the metropolitan area in which the Property is located, and to keep the Property or any
portion thereof from deteriorating. Borrower shall complete all Replacements in a good and workmanlike manner as soon as practicable following the commencement of making each such Replacement. 

  
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 (b) Lender reserves the right, at its option, to approve all contracts or work orders with
materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Replacements costing in excess of $25,000.00. Upon Lender’s request, Borrower shall assign any contract or
subcontract to Lender. 
 (c) In the event Lender determines in its reasonable discretion that any Replacement is not being
performed in a workmanlike or timely manner or that any Replacement has not been completed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Replacement and to proceed under existing
contracts or to contract with third parties to complete such Replacement and to apply the Replacement Reserve Fund toward the labor and materials necessary to complete such Replacement, without providing any prior notice to Borrower and to exercise
any and all other remedies available to Lender upon an Event of Default hereunder. 
 (d) In order to facilitate Lender’s
completion or making of such Replacements pursuant to Section 7.3.3(c) above, Borrower grants Lender the right to enter onto the Property and perform any and all work and labor necessary to complete or make such Replacements and/or
employ watchmen to protect the Property from damage. All sums so expended by Lender, to the extent not from the Replacement Reserve Fund, shall be deemed to have been advanced under the Loan to Borrower and secured by the Mortgage. For this purpose
Borrower constitutes and appoints Lender its true and lawful attorney in fact with full power of substitution to complete or undertake such Replacements in the name of Borrower. Such power of attorney shall be deemed to be a power coupled with an
interest and cannot be revoked. Borrower empowers said attorney in fact as follows: (i) to use any funds in the Replacement Reserve Account for the purpose of making or completing such Replacements; (ii) to make such additions, changes and
corrections to such Replacements as shall be necessary or desirable to complete such Replacements; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay,
settle or compromise all existing bills and claims which are or may become Liens against the Property, or as may be necessary or desirable for the completion of such Replacements, or for clearance of title; (v) to execute all applications and
certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Property or the rehabilitation and repair of the Property; and
(vii) to do any and every act which Borrower might do in its own behalf to fulfill the terms of this Agreement. 
 (e)
Nothing in this Section 7.3.3 shall: (i) make Lender responsible for making or completing any Replacements; (ii) require Lender to expend funds in addition to the Replacement Reserve Fund to make or complete any Replacement;
(iii) obligate Lender to proceed with any Replacements; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Replacement. 

  
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 (f) Borrower shall permit Lender and Lender’s agents and representatives (including,
without limitation, Lender’s engineer, architect, or inspector) or third parties making Replacements pursuant to this Section 7.3.3 to enter onto the Property during normal business hours (subject to the rights of Tenants under
their Leases) to inspect the progress of any Replacements and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Replacements which are or may be kept at the Property, and to complete any
Replacements made pursuant to this Section 7.3.3. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other persons described above in connection with inspections
described in this Section 7.3.3(f) or the completion of Replacements pursuant to this Section 7.3.3. 

(g) Lender may require an inspection of the Property at Borrower’s expense prior to making a monthly disbursement from the
Replacement Reserve Account in order to verify completion of the Replacements for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may
require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of any amounts from the Replacement Reserve Account. Borrower shall pay the expense of the inspection as required
hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. 
 (h) The Replacements
and all materials, equipment, fixtures, or any other item comprising a part of any Replacement shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialmen’s or other liens (except for those
Liens existing on the date of this Agreement which have been approved in writing by Lender). 
 (i) Before each disbursement
from the Replacement Reserve Account, Lender may require Borrower to provide Lender with a search of title to the Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s liens or other
liens of any nature have been placed against the Property since the date of recordation of the related Mortgage and that title to the Property is free and clear of all Liens (other than the lien of the related Mortgage and any other Liens previously
approved in writing by Lender, if any). 
 (j) All Replacements shall comply with all applicable Legal Requirements of all
Governmental Authorities having jurisdiction over the Property and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance
underwriters. 
 (k) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be
provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent required under applicable law in connection with a particular Replacement. All such policies shall be in form and
amount reasonably satisfactory to Lender. All such policies which can be endorsed with standard mortgagee clauses making loss payable to Lender or its assigns shall be so endorsed. Certified copies of such policies shall be delivered to Lender.


  
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 7.3.4 Failure to Make Replacements. 

(a) It shall be an Event of Default under this Agreement if Borrower fails to comply with any provision of this Section 7.3
and such noncompliance is not cured within thirty (30) days after notice from Lender; provided that if such compliance cannot reasonably be achieved within such thirty (30) day period and provided further that Borrower shall have commenced
such compliance within such thirty (30) day period and thereafter diligently and expeditiously proceeds to complete the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the
exercise of due diligence to cure such noncompliance, such additional period not to exceed sixty (60) days. Upon the occurrence of such an Event of Default, Lender may use the Replacement Reserve Fund (or any portion thereof) for any purpose,
including but not limited to completion of the Replacements as provided in Section 7.3.3, or for any other repair or replacement to the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine
in its sole discretion. Lender’s right to withdraw and apply the Replacement Reserve Fund shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. 

(b) Nothing in this Agreement shall obligate Lender to apply all or any portion of the Replacement Reserve Fund on account of an Event of
Default to payment of the Debt or in any specific order or priority. 
 7.3.5 Balance in the Replacement Reserve
Account. The insufficiency of any balance in the Replacement Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents. 

Section 7.4 Rollover Reserve. 
 7.4.1 Deposits to Rollover Reserve Fund. Borrower shall pay to Lender (a) on the Closing Date an initial deposit and (b) on each Payment Date thereafter $7,083.33 (the
“Rollover Reserve Monthly Deposit”), which amounts shall be deposited with and held by Lender for tenant improvement and leasing commission obligations incurred following the date hereof. Amounts so deposited shall hereinafter be
referred to as the “Rollover Reserve Fund” and the account to which such amounts are held shall hereinafter be referred to as the “Rollover Reserve Account”. Notwithstanding the aforementioned, the aggregate amount
of the Rollover Reserve Fund shall not exceed $250,000.00 in the aggregate (the “Rollover Reserve Cap”) on any Payment Date (after giving effect to the payment of the Rollover Reserve Monthly Deposit) and accordingly, to the extent
a Rollover Reserve Monthly Deposit would result in the aggregate amount of Rollover Reserve Funds in the Rollover Reserve Account to exceed the Rollover Reserve Cap, such Rollover Reserve Monthly Deposit shall be decreased by an amount equal to such
excess. 
 7.4.2 Withdrawal of Rollover Reserve Funds. Provided no Default or an Event of Default hereunder
exists, Lender shall make disbursements from the Rollover Escrow Fund for tenant improvement and leasing commission obligations incurred by Borrower. All such expenses shall be approved by Lender in its sole discretion. Lender shall make
disbursements as requested by Borrower on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrower of Lender’s standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if
required by Lender, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the Property at Borrower’s expense prior to making a quarterly
disbursement in order to verify completion of improvements for which reimbursement is sought. 

  
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 Section 7.5 Excess Cash Flow Reserve Fund. 

7.5.1 Deposits to Excess Cash Flow Reserve Fund. During a Cash Sweep Period, Borrower shall deposit with Lender all Excess
Cash Flow in the Cash Management Account, which shall be held by Lender as additional security for the Loan and amounts so held shall be hereinafter referred to as the “Excess Cash Flow Reserve Fund” and the account to which such
amounts are held shall hereinafter be referred to as the “Excess Cash Flow Reserve Account”. 
 7.5.2
Release of Excess Cash Flow Reserve Funds. Upon the occurrence of a Cash Sweep Event Cure, all Excess Cash Flow Reserve Funds shall be deposited into the Cash Management Account to be disbursed in accordance with the Cash Management
Agreement. Any Excess Cash Flow Reserve Funds remaining after the Debt has been paid in full shall be paid to Borrower. 

Section 7.6 Reserve Funds, Generally. 
 (a) Borrower grants to Lender a first-priority perfected security interest in each of the Reserve Funds and any and all monies now or hereafter deposited in each Reserve Fund as additional security for
payment of the Debt. Until expended or applied in accordance herewith, the Reserve Funds shall constitute additional security for the Debt. 
 (b) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any or all of the Reserve Funds to the
payment of the Debt in any order in its sole discretion. 
 (c) The Reserve Funds shall not constitute trust funds and may be
commingled with other monies held by Lender. The Reserve Funds shall be held in an Eligible Account in Permitted Investments as directed by Lender or Lender’s Servicer. Unless expressly provided for in this Article 7, all interest on a Reserve
Fund shall not be added to or become a part thereof and shall be the sole property of and shall be paid to Lender. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest earned on the
Reserve Funds credited or paid to Borrower. 
 (d) Borrower shall not, without obtaining the prior written consent of Lender,
further pledge, assign or grant any security interest in any Reserve Fund or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming
Lender as the secured party, to be filed with respect thereto. 
 (e) Lender and Servicer shall not be liable for any loss
sustained on the investment of any funds constituting the Reserve Funds. Borrower shall indemnify Lender and Servicer and hold Lender and Servicer harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages,
obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Funds or the performance of the obligations for which the Reserve Funds were
established. 

  
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Borrower shall assign to Lender all rights and claims Borrower may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the
Reserve Funds; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured. 
 (f) The required monthly deposits into the Reserve Funds and the Monthly Debt Service Payment Amount, shall be added together and shall be paid as an aggregate sum by Borrower to Lender. 

(g) Any amount remaining in the Reserve Funds after the Debt has been paid in full shall be returned to Borrower. 

Section 7.7 Ground Rent Reserve Fund. 
 7.7.1 Deposits to Ground Rent Reserve Fund. Borrower shall deposit with Lender (a) on the Closing Date the amount of $13,000.00 and (b) on each Payment Date, an amount equal to
one-twelfth of the Ground Rent that Lender estimates will be payable by Borrower as lessee under the Ground Lease during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Ground Rent at
least thirty (30) days prior to the respective due dates. Amounts so deposited shall hereinafter be referred to as the “Ground Rent Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to
as the “Ground Rent Reserve Account.” 
 7.7.2 Release of Ground Rent Reserve Fund. Lender shall
apply amounts in the Ground Rent Reserve Fund to the payment of the Ground Rent. In making any payment relating to the Ground Rent, Lender may do so according to any bill, statement or estimate procured from Ground Lessor, without inquiry into the
accuracy of such bill, statement or estimate. If the amount of the Ground Rent Reserve Fund shall exceed the amounts due for the Ground Rent under the Ground Lease for the immediately succeeding twelve (12) months as determined by Lender,
Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Ground Rent Reserve Fund. Any amounts remaining in the Ground Rent Reserve Fund after the Debt has been paid in full
shall be returned to Borrower. If at any time Lender reasonably determines that the Ground Rent Reserve Fund is not or will not be sufficient to pay the Ground Rent by the dates set forth above, Lender shall notify Borrower of such determination and
Borrower shall increase its monthly payments to Lender by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Ground Rent. 

Section 7.8 Occupancy Reserve Fund. 
 7.8.1 Deposit to Occupancy Reserve Fund. Borrower and Lender acknowledge that as of the date hereof, Cheers Family Sports Grill, LLC (“Cheers”) has ceased operating in those
certain premises at the Property comprising approximately 3,100 square feet (the “Cheers Premises”) that Cheers has leased pursuant to that certain Lease dated January 3, 2011 (the “Cheers Lease”). In light of
the foregoing, Borrower shall deposit with Lender on the Closing Date the amount of $550,000.00, which amount shall hereinafter be referred to as the “Occupancy Reserve Fund” and the account in which such amounts are held shall
hereinafter be referred to as “Occupancy Reserve Account”. 

  
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 7.8.2 Release of Occupancy Reserve Fund. Lender shall release all funds in the
Occupancy Reserve Account to Borrower, provided that the following conditions are satisfied: 
 (a) No Event of Default shall
then exist; 
 (b) Lender shall have received a written request for the release; and 

(c) the achievement of a Debt Service Coverage Ratio of 1.30 to 1.00 or greater for one (1) quarter based upon the trailing three
(3) month period immediately preceding the date of determination. 
 ARTICLE 8 - DEFAULTS 

Section 8.1 Event of Default. 
 (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”): 

(i) if any portion of the Debt is not paid when due; 

(ii) if any of the Taxes or Other Charges are not paid when the same are due and payable; 

(iii) if the Policies are not kept in full force and effect, or if certified copies of the Policies are not delivered to
Lender upon request; 
 (iv) if Borrower Transfers or otherwise encumbers any portion of the Property without
Lender’s prior written consent in violation of the provisions of this Agreement and Article 6 of the Mortgage; 
 (v) if any representation or warranty made by Borrower herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to
Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made; 
 (vi) if Borrower or Principal shall make an assignment for the benefit of creditors; 
 (vii) if a receiver, liquidator or trustee shall be appointed for Borrower or Principal or any other guarantor under any guarantee issued in connection with the Loan or if Borrower or Principal shall be
adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower
or Principal, or if any proceeding for the dissolution or liquidation of Borrower or Principal shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower or
Principal upon the same not being discharged, stayed or dismissed within thirty (30) days; 

  
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 (viii) if Borrower attempts to assign its rights under this Agreement or any
of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents; 
 (ix) if
Guarantor or any guarantor or indemnitor under any guaranty or indemnity issued in connection with the Loan shall make an assignment for the benefit of creditors or if a receiver, liquidator or trustee shall be appointed for Guarantor or any
guarantor or indemnitor under any guarantee or indemnity issued in connection with the Loan or if Guarantor or such other guarantor or indemnitor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or
arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Guarantor or such other guarantor or indemnitor, or if any proceeding for the dissolution or
liquidation of Guarantor or such other guarantor or indemnitor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Guarantor or such other guarantor
or indemnitor, upon the same not being discharged, stayed or dismissed within ninety (90) days; provided, further, however, it shall be at Lender’s option to determine whether any of the foregoing shall be an Event of
Default; 
 (x) if Borrower breaches any covenant contained in Section 4.1.30 hereof or any negative
covenant contained in Section 5.2 hereof; 
 (xi) with respect to any term, covenant or provision set
forth herein which specifically contains a notice requirement or grace period, if Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period; 

(xii) Intentionally deleted; 
 (xiii) if a material default has occurred and continues beyond any applicable cure period under the Management Agreement (or any Replacement Management Agreement) and if such default permits the Manager
thereunder to terminate or cancel the Management Agreement (or any Replacement Management Agreement); 
 (xiv) if
Borrower shall continue to be in Default under any of the terms, covenants or conditions of Section 9.1 hereof, or fails to cooperate with Lender in connection with a Securitization pursuant to the provisions of Section 9.1
hereof, for three (3) days after notice to Borrower from Lender; 
 (xv) if Borrower shall continue to be in
Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which
can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non monetary Default is susceptible of cure but cannot reasonably be cured within
such thirty (30) day 

  
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period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same,
such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed sixty (60) days; or 

(xvi) if (A) a breach or default by Borrower under any condition or obligation contained in the Ground Lease is not
cured within any applicable cure period provided therein or (B) the Leasehold Parcel shall be surrendered or the Ground Lease shall be terminated or cancelled for any reason or under any circumstances whatsoever without Lender’s prior
written consent, or (C) any of the terms, covenants or conditions of the Ground Lease shall in any manner be modified, changed, supplemented, altered, or amended, without Lender’s prior written consent; 

(xvii) if there shall be default under any of the other Loan Documents beyond any applicable cure periods contained in
such documents, whether as to Borrower or the Property, or if any other such event shall occur or condition shall exist, if the effect of such default, event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender
to accelerate the maturity of all or any portion of the Debt. 
 (b) Upon the occurrence of an Event of Default (other than an
Event of Default described in clauses (vi), (vii) or (viii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity,
Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and the Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender
may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and any or all of the Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of
Default described in clauses (vi), (vii) or (viii) above, the Debt and Other Obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and
Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding. 
 Section 8.2 Remedies. Upon the occurrence of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under
this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due
and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any part of the Property. Any such actions
taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by
law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that
if an Event of Default is 

  
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continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided
to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Property and the Mortgage has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in
full. With respect to Borrower and the Property, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to the Property for the satisfaction of any of the Debt in any preference or priority, and
Lender may seek satisfaction out of the Property, or any part thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose the Mortgage in any manner and for any
amounts secured by the Mortgage then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment
of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan,
Lender may foreclose the Mortgage to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall
remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recovered. 
 (a) Lender
shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall
determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and
such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true
and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided,
however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower shall be obligated to
pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents and the Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the
Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date. 
 (b) As used in this Section 8.2, a “foreclosure” shall include, without limitation, any sale by power of sale. 

Section 8.3 Remedies Cumulative; Waivers. The rights, powers and remedies of Lender under this Agreement shall be
cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies
may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender 

  
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may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall
be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a
waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon. 

ARTICLE 9 - SPECIAL PROVISIONS 
 Section 9.1 Securitization. 
 9.1.1 Sale of Notes and
Securitization. Borrower acknowledges and agrees that Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated
single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales,
participations and/or securitizations, collectively, a “Securitization”). 
 (a) At the request of Lender, and
to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take
other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any
such Securitization. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including, without limitation, financial statements relating to Borrower, Guarantors, if any, the
Property and any Tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus or other disclosure documents.
Borrower agrees that each of Borrower, Principal, Guarantor and their respective officers and representatives, shall, at Lender’s request, at its sole cost and expense, cooperate with Lender’s efforts to arrange for a Securitization in
accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors and/or the Rating Agencies in connection with any such Securitization. Borrower, Principal and Guarantor agree to review,
at Lender’s request in connection with the Securitization, the Disclosure Documents as such Disclosure Documents relate to Borrower, Principal, Guarantor, the Property and the Loan, including without limitation, the sections entitled “Risk
Factors,” “Special Considerations,” “Description of the Mortgage,” “Description of the Mortgage Loan and Mortgaged Property,” “The Manager,” “Borrower,” and “Certain Legal Aspects of the
Mortgage Loan,” and shall confirm that the factual statements and representations contained in such sections and such other information in the Disclosure Documents (to the extent such information relates to, or is based on, or includes any
information regarding the Property, Borrower, Guarantor, Manager and/or the Loan) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading. 

  
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 (b) Borrower agrees to make upon Lender’s written request, without limitation, all
structural or other changes to the Loan (including delivery of one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan and such new notes or modified note may have different
interest rates and amortization schedules), modifications to any documents evidencing or securing the Loan, creation of one or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine
borrowers), delivery of opinions of counsel acceptable to the Rating Agencies or potential investors and addressing such matters as the Rating Agencies or potential investors may require; provided, however, that in creating such new notes or
modified notes or mezzanine notes Borrower shall not be required to modify (i) the initial weighted average interest rate payable under the Note, (ii) the stated maturity of the Note, (iii) the aggregate amortization of principal of
the Note, (iv) any other material economic term of the Loan, or (v) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. In connection with the foregoing, Borrower covenants and
agrees to modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans. 
 (c)
Intentionally Deleted. 
 (d) If requested by Lender, Borrower shall provide Lender, promptly upon request, with any financial
statements, or financial, statistical or operating information, as Lender shall determine to be required pursuant to Regulation AB under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or any amendment, modification or replacement thereto or other legal requirements in connection with any private placement memorandum, prospectus or other disclosure documents or any filing pursuant to the Exchange Act in connection with
the Securitization or as shall otherwise be reasonably requested by Lender. 
 9.1.2 Securitization Costs. All
reasonable third party costs and expenses incurred by Borrower and Guarantor in connection with Borrower’s complying with requests made under this Section 9.1 (including, without limitation, the fees and expenses of the Rating
Agencies) shall be paid by Borrower. 
 Section 9.2 Intentionally Omitted 

Section 9.3 Exculpation. Subject to the qualifications below, Lender shall not enforce the liability and obligation of
Borrower to perform and observe the obligations contained in the Note, this Agreement, the Mortgage or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a
foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Mortgage and the other Loan Documents, or in the
Property, the Rents, or any other collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against
Borrower only to the extent of Borrower’s interest in the Property, in the Rents and in any other collateral given to Lender, and Lender, by accepting the Note, this Agreement, the Mortgage and the other Loan Documents, agrees that it shall not
sue for, seek or 

  
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demand any deficiency judgment against Borrower in any such action or proceeding under or by reason of or under or in connection with the Note, this Agreement, the Mortgage or the other Loan
Documents. The provisions of this Section shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a
party defendant in any action or suit for foreclosure and sale under the Mortgage; (c) affect the validity or enforceability of or any guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder;
(d) impair the right of Lender to obtain the appointment of a receiver; (e) impair the enforcement of any assignment of leases contained in the Mortgage; (f) constitute a prohibition against Lender to seek a deficiency judgment
against Borrower in order to fully realize the security granted by the Mortgage or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against the Property; or (g) constitute a waiver of the right
of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim or other obligation incurred by Lender (including attorneys’ fees and expenses
reasonably incurred) arising out of or in connection with the following: 
 (i) fraud or intentional
misrepresentation by Borrower, Principal or Guarantor in connection with the Loan; 
 (ii) the gross negligence
or willful misconduct of Borrower, Principal or Guarantor; 
 (iii) material physical waste of the Property;

 (iv) the removal or disposal of any portion of the Property after an Event of Default; 

(v) the misapplication or conversion by Borrower, Principal or Guarantor of (A) any Insurance Proceeds paid by reason
of any loss, damage or destruction to the Property, (B) any Awards received in connection with a Condemnation of all or a portion of the Property, (C) any Rents following an Event of Default, or (D) any Rents paid more than one month
in advance; 
 (vi) failure to pay charges for labor or materials or other charges or judgments that can create
Liens on any portion of the Property; 
 (vii) any security deposits, advance deposits or any other deposits
collected with respect to the Property which are not delivered to Lender upon a foreclosure of the Property or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of
the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof; 
 (viii) the breach of the representation by Borrower that on the Closing Date, all Improvements at the Property were in material compliance with applicable laws; or 

  
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 (ix) (A) any termination of the Ground Lease by Borrower without
Lender’s prior written consent, (B) any rejection by Borrower (as debtor in possession in connection with a Bankruptcy Action or otherwise) of the Ground Lease, (C) any termination of the Ground Lease by the Ground Lessor which
termination is caused by Borrower interfering with the exercise of Lender’s cure rights under the Ground Lease (including, deliberately failing to act to cure a non monetary default if so directed by Lender), or (D) if the Ground Lease is
amended, modified or terminated without Lender’s prior written consent. 
 Notwithstanding anything to the contrary in this Agreement, the
Note or any of the Loan Documents, (A) Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of
the Debt secured by the Mortgage or to require that all collateral shall continue to secure all of the Debt owing to Lender in accordance with the Loan Documents, and (B) the Debt shall be fully recourse to Borrower (i) in the event of:
(a) Borrower or Principal filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (b) the filing of an involuntary petition against Borrower or Principal under the Bankruptcy Code
or any other Federal or state bankruptcy or insolvency law in which Borrower, Principal or Guarantor colludes with, or otherwise assists such Person, or solicits or causes to be solicited petitioning creditors for any involuntary petition against
Borrower or Principal from any Person; (c) Borrower or Principal filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other
Federal or state bankruptcy or insolvency law; (d) Borrower or Principal consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower or Principal or any portion of
the Property; (e) Borrower or Principal making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due; (ii) if the first full monthly
payment of principal and interest on the Note is not paid when due; (iii) if Borrower fails to permit on-site inspections of the Property, fails to provide financial information, fails to maintain its status as a Special Purpose Entity or
comply with any representation, warranty or covenant set forth in Section 4.1.30 hereof or fails to appoint a new property manager upon the request of Lender as permitted under this Agreement, each as required by, and in accordance with,
the terms and provisions of this Agreement or the Mortgage; (iv) if Borrower fails to obtain Lender’s prior written consent to any Indebtedness or voluntary Lien encumbering the Property; or (v) if Borrower fails to obtain
Lender’s prior written consent to any Transfer as required by this Agreement or the Mortgage. 
 Section 9.4
Matters Concerning Manager. If (a) an Event of Default hereunder has occurred and remains uncured, (b) Manager shall become subject to a Bankruptcy Action, (c) a default occurs under the Management Agreement, or
(d) the occurrence of a DSCR Trigger Event, Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a Qualified Manager pursuant to a Replacement Management Agreement, it being understood and
agreed that the management fee for such Qualified Manager shall not exceed then prevailing market rates. 

  
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 Section 9.5 Servicer. At the option of Lender, the Loan may be serviced
by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as
“Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement,
special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Borrower shall be responsible for any reasonable set up
fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any
fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for the following costs and expenses payable by Lender to Servicer as a result of the Loan
becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and
special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement on a periodic or continuing basis, and (iii) the costs of all property inspections and/or
appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer may be required to obtain (other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement).

 ARTICLE 10 - MISCELLANEOUS 
 Section 10.1 Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the
making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the
other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this
Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender. 
 Section 10.2 Lender’s Discretion. Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be
satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender
and shall be final and conclusive. 
 Section 10.3 Governing Law. 

(a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE
OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY,


  
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AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE
OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND
ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIEN AND SECURITY INTEREST CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE
GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION,
VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY
OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. 
 (b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST
LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF
ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT: 
 Corporation
Service Company 
 1180 Avenue of the Americas, Suite 210 

New York, New York 10036 
 AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW
YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID 

  
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AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER
IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE
AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO
HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. 
 Section 10.4 Modification,
Waiver in Writing. No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, or of the Note, or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any
event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as
otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances. 

Section 10.5 Delay Not a Waiver. Neither any failure nor any delay on the part of Lender in insisting upon strict
performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or
constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after
the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or
the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount. 

Section 10.6 Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other
Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery
service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by
any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section): 
 If to Lender:                JPMorgan Chase Bank, National Association 

  383 Madison Avenue 
   New York, New York 10179 
   Attention:
Joseph E. Geoghan 
   Facsimile No.: (212) 834-6029 

  
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 with a copy
to:            JPMorgan Chase Bank, National Association 
   Four New York Plaza, 20th Floor 
   New
York, NY 10004 
   Attention: Nancy Alto 

  Facsimile No.: (212) 623-4779 

  and 
   Katten Muchin Rosenman LLP 
   550 South
Tryon St, Suite 2900 
   Charlotte, North Carolina 28202 

  Attention: Daniel S. Huffenus 

  Facsimile No.: (704) 344-3056 

If to Borrower:            1900 Main Street, Suite 700

   Irvine, California 92614 

  Attention: James Wolford 

  Facsimile No.: (949) 252-0212 

With a copy to:            Hirschler Fleischer 

  2100 E. Cary Street 
   Richmond, VA 23223 
   Attention: Thomas G.
Voekler 
   Facsimile No.: (804) 644-0957 

A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or
certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender’s receipt
of a machine-generated confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming. 
 Section 10.7 Trial by Jury. BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY
SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, AND IS
INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY
BORROWER. 

  
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 Section 10.8 Headings. The Article and/or Section headings and the
Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. 
 Section 10.9 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement. 
 Section 10.10 Preferences. Lender shall have the continuing and exclusive right to
apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder. To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment
or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender. 

Section 10.11 Waiver of Notice. Borrower shall not be entitled to any notices of any nature whatsoever from Lender
except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to
applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents do not specifically
and expressly provide for the giving of notice by Lender to Borrower. 
 Section 10.12 Remedies of Borrower.
In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may
be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or
declaratory judgment. The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment. 

Section 10.13 Expenses; Indemnity. 
 (a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, Lender upon receipt of written notice from Lender for all costs and expenses (including reasonable attorneys’ fees
and expenses) incurred by Lender in connection with (i) the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the
costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested by Lender as to any legal matters arising under this Agreement or the other 

  
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Loan Documents with respect to the Property); (ii) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement
and the other Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (iii) Lender’s ongoing performance and
compliance with all agreements and conditions contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date; (iv) the negotiation, preparation, execution, delivery and
administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Lender; (v) securing Borrower’s compliance with any requests made
pursuant to the provisions of this Agreement; (vi) the filing and recording fees and expenses, title insurance and fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred in creating
and perfecting the Lien in favor of Lender pursuant to this Agreement and the other Loan Documents; (vii) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other
litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; and (viii) enforcing any obligations of or collecting any payments due from
Borrower under this Agreement, the other Loan Documents or with respect to the Property (including, without limitation, any fees incurred by Servicer in connection with the transfer of the Loan to a special servicer prior to a Default or Event of
Default) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall
not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any cost and expenses due and payable to Lender may be paid from any
amounts in the Lockbox Account or Cash Management Account, as applicable. 
 (b) Borrower shall indemnify, defend and hold
harmless the Indemnified Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without
limitation, the reasonable fees and disbursements of counsel in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not an Indemnified Party shall be designated a party thereto), that may be
imposed on, incurred by, or asserted against any Indemnified Party in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or
the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to any Indemnified Party
hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party. To the extent that the undertaking to indemnify, defend and hold harmless set forth in
the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified
Liabilities incurred by the Indemnified Parties. 

  
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 (c) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse
Lender for, any fees and expenses incurred by any Rating Agency in connection with any Rating Agency review of the Loan, the Loan Documents or any transaction contemplated thereby or any consent, approval, waiver or confirmation obtained from such
Rating Agency pursuant to the terms and conditions of this Agreement or any other Loan Document and Lender shall be entitled to require payment of such fees and expenses as a condition precedent to the obtaining of any such consent, approval, waiver
or confirmation. 
 Section 10.14 Schedules Incorporated. The Schedules annexed hereto are hereby
incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof. 

Section 10.15 Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement,
the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated
counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such
action or proceeding is hereby expressly waived by Borrower. 
 Section 10.16 No Joint Venture or Partnership; No
Third Party Beneficiaries. 
 (a) Borrower and Lender intend that the relationships created hereunder and under the
other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy in common, or joint tenancy relationship between Borrower and Lender nor to grant Lender any interest
in the Property other than that of mortgagee, beneficiary or lender. 
 (b) This Agreement and the other Loan Documents are
solely for the benefit of Lender and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Lender and Borrower any right to insist upon or to enforce the performance or
observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of Lender and no other Person shall have standing to require
satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed
to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable to do so. 

Section 10.17 Publicity. All news releases, publicity or advertising by Borrower or its Affiliates through any media
intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, JPMorgan Chase Bank, National Association or any of their Affiliates shall be subject to the prior written approval
of Lender and JPMorgan Chase Bank, National Association in their sole discretion; provided that the foregoing approval right shall not pertain to required regulatory filings by Borrower or its Affiliates. 

  
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 Section 10.18 Waiver of Marshalling of Assets. To the fullest extent
permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Property, and agrees not to assert any
right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender
under the Loan Documents to a sale of the Property for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Property in preference to
every other claimant whatsoever. 
 Section 10.19 Waiver of Counterclaim. Borrower hereby waives the right to
assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents. 
 Section 10.20 Conflict; Construction of Documents; Reliance. I n the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions
of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the
principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on
any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan
Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably
waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and
other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates. 
 Section 10.21 Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in
connection with the transactions contemplated by this Agreement, other than Holliday Fenoglio Fowler, L.P. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of
any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The
provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt. Notwithstanding the foregoing, Borrower acknowledges that Lender may pay Holliday Fenoglio Fowler, L.P. a
servicing strip in connection with certain of the servicing activities to be performed by Holliday Fenoglio Fowler, L.P. on a post-closing basis. 

  
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 Section 10.22 Prior Agreements. This Agreement and the other Loan
Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, between Borrower and Lender are
superseded by the terms of this Agreement and the other Loan Documents. 
 Section 10.23 Joint and Several
Liability. If Borrower consists of more than one (1) Person the obligations and liabilities of each Person shall be joint and several. 
 Section 10.24 Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have: 

(a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business
and financial developments of Borrower; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less
frequently than quarterly) with Lender having the right to call special meetings at any reasonable times and upon reasonable advance notice; 
 (b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any reasonable times upon reasonable notice; 

(c) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to
receive monthly, quarterly and year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness; and 

(d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any
acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property). 
 The rights described above in this Section 10.24 may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

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

									
	BORROWER:
	
	 TNP SRT SUMMIT POINT, LLC,
 a Delaware limited liability company

		
	By:	 	 TNP SRT Summit Point Holdings, LLC, a Delaware limited liability company, its sole member

			
		 	By:	 	 TNP Strategic Retail Operating Partnership, LP, a Delaware limited partnership, its manager

				
		 		 	By:	 	 TNP Strategic Retail Trust, Inc., a Maryland corporation, its general partner

					
		 		 		 	By:	 	/s/ James Wolford
		 		 		 		 	Name: James Wolford
		 		 		 		 	Title: CFO


  

			
	LENDER:
	
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America
		
	By:	 	/s/ Jennifer Lewin
		 	Name: Jennifer Lewin
		 	Title: Vice President


 Signature Page – Loan Agreement 







 SCHEDULE I 
 (Rent Roll) 

  
 SCH. I-1









 SCHEDULE II 
 (Required Repairs - Deadlines For Completion) 
  

							
	 Item
	  	Immediate Cost	 	  	 Repair

Deadline for Completion

	Repair roof leaks in Publix premises and blistered and wrinkles segments of building roofs	  	$	5,000.00	  	  	within 120 days after the Closing Date
	Repair exterior wall segments at EIFS and investigate water issues at south wall of cleaner. If evidence of mold is found, Borrower shall have a mold investigation
completed.	  	$	3,000.00	  	  	within 120 days after the Closing Date


  
 SCH. II-1









 SCHEDULE III 
 (Organizational Chart of Borrower) 
 



 







 SCHEDULE IV 
 Description of Leasehold Parcel 
 [See attached]