Exhibit 10.1

LOAN AGREEMENT

by and between

IIP-OH 2 LLC, IIP-NJ 1 LLC, IIP-NY 2 LLC, IIP-FL 4 LLC, IIP-FL 2 LLC, IIP-MI 7 LLC, IIP-VA 1
LLC, and IIP-PA 5 LLC, each a Delaware limited liability company

collectively,

as Borrower,

and

THOROFARE ASSET BASED LENDING REIT FUND V, LLC,

a Delaware limited liability company

as Lender

LOAN AGREEMENT

This Loan Agreement (this “Agreement”) is made as of May 5, 2026, by and between IIP-OH 2 LLC, IIP-NJ 1 LLC, IIP-NY 2 LLC, IIP-FL 4 LLC, IIP-FL 2 LLC, IIP-MI 7 LLC, IIP-VA 1 LLC, and IIP-PA 5 LLC, each a Delaware limited liability company (individually and collectively, jointly and severally, “Borrower”), as parties of the first part, and Thorofare Asset Based Lending REIT FUND V, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), as party of the second part. This Agreement is joined in by IIP Operating Partnership, LP, a Delaware limited partnership (“Sole Member”) solely with respect to Section 2.5, Section 2.8 and Section 2.9 hereof.

RECITALS

A.            Borrower has requested that Lender provide a loan (the “Loan”) to Borrower in the principal amount of Fifty-Six Million Five Hundred Thousand and 00/100 Dollars ($56,500,000.00) (the “Loan Amount”). Lender has agreed to provide the Loan on the terms and conditions set forth in this Agreement and the other Loan Documents (as defined below).

B.             The Loan shall be evidenced by that certain Promissory Note, of even date herewith, made by Borrower in the original principal amount of Fifty-Six Million Five Hundred Thousand and 00/100 Dollars ($56,500,000.00) and payable to Lender (as the same may be amended, renewed, extended and restated, hereafter, the “Note”). The terms and provisions of the Note are hereby incorporated by reference into this Agreement.

C.             Borrower’s obligations under the Loan will be secured by, among other things, the Security Instrument and Pledge Agreement.

NOW, THEREFORE, in further consideration of the mutual covenants and agreements herein set forth, Lender and Borrower agree as follows:

ARTICLE 1.         GENERAL INFORMATION

1.1.           Exhibits. The Exhibits attached to this Agreement are hereby incorporated herein and made a part hereof.

1.2.          Defined Terms. Unless the context otherwise specifies or requires, the following terms shall have the meanings herein specified:

“3^rd Party Non-ET Partial Release Amount” has the meaning given to such term in Section 2.7 hereof.

“Adverse Tenancy Event” has the meaning given to such term in the Note.

“Affiliate” means with respect to any Person, another, directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Approved Annual Budget” has the meaning given to such term in Section 4.8(b) hereof.

“Approved Counterparty” means East West Bank or such other banking institution that provides banking services to Sole Member and its Affiliates.

“Assignment of Rate Cap” means that certain Collateral Assignment of Interest Rate Cap Agreement, dated as of the date hereof, from Borrower to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Awards” shall have the meaning given to such term in the Security Instrument.

“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.

“Benchmark” has the meaning given to such term in the Note.

“Benchmark Replacement” has the meaning given to such term in the Note.

“Borrower” has the meaning given to such term in the initial paragraph of this Agreement.

“Business Day” has the meaning given to such term in the Note.

“Cash Management Period” shall be deemed to commence (a) upon the occurrence of any Event of Default or (b) upon the first day of the term of the First Extension Option; and shall end (xx) in the case of foregoing clause (a) upon Borrower’s cure of the applicable Event of Default or Lender’s waiver of the applicable Event of Default, and, (xx) otherwise, shall end only upon repayment in full of the Indebtedness.

“Cause” shall mean, with respect to an Independent Director or Independent Manager, (i) acts or omissions by such Independent Director or Independent Manager, as applicable, that constitute willful disregard of, or bad faith with respect to such Independent Director’s or Independent Manager’s, as applicable, duties, (ii) such Independent Director or Independent Manager, as applicable, has engaged in or has been charged with or has been indicted or convicted for any crime or crimes of fraud or other acts constituting a crime under any law applicable to such Independent Director or Independent Manager, as applicable, (iii) such Independent Director or Independent Manager, as applicable, has breached its duties as and to the extent of such duties in accordance with the terms of Borrower’s limited liability company agreement, (iv) there is a material increase in the fees charged by such Independent Director or Independent Manager, as applicable, or a material change to such Independent Director’s or Independent Manager’s, as applicable, terms of service, (v) such Independent Director or Independent Manager, as applicable, is unable to perform his or her duties as Independent Director or Independent Manager, as applicable, due to death, disability or incapacity, (vi) such Person no longer meets the criteria provided in the definition of Independent Director or Independent Manager, as applicable or (vii) the death or legal incapacity of such Independent Director or Independent Manager.

“Closing” means the date Lender disburses the Loan into escrow with the consent of Borrower (any amounts so disbursed shall accrue interest on the date Lender makes such disbursement).

“Clearing Account” has the meaning given to such term in Section 2.5(a) hereof.

“Clearing Bank” means East West Bank or another bank reasonably acceptable to Lender.

“Constituent” means, with respect to any Person, (i) any owner of a direct or indirect interest in such Person, or (ii) any Person that Controls such first Person.

“Contest Requirements” shall mean, after prior written notice to Lender, Borrower, at its own expense, contests by appropriate legal proceedings, timely initiated and conducted in good faith and with due diligence, the performance, amount or validity or application in whole or in part of any Laws, Liens, Taxes or Other Charges, provided that: (i) such proceeding is not prohibited under and, if applicable, is conducted in accordance with the provisions of any other instrument or agreement to which Borrower or the Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable Laws; (ii) neither the Property nor any part thereof or interest therein will be in danger of being sold, foreclosed upon, forfeited, terminated, cancelled or lost; (iii) Borrower shall promptly upon final determination thereof pay the amount of any such Liens, Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (iv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (v) Borrower shall furnish such security as may be required in the proceeding to ensure the payment of any such Liens, Taxes or Other Charges, together with any interest and penalties thereon, or performance of any Laws.

“Control” means with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of such Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings. The requirement of one Person to obtain the consent of any other Person which is a direct or indirect owner of the Person to be controlled shall not be disqualifying for purposes of determining whether Control is maintained by the first Person.

“Counterparty” means the Approved Counterparty with respect to the Interest Rate Cap Agreement, and with respect to any replacement Interest Rate Cap Agreement, any substitute Approved Counterparty.

“Deemed Consent Mechanics” means, with respect to any applicable matter for which Lender’s approval is requested, provided no Event of Default has occurred and is continuing, the correspondence from Borrower to Lender requesting approval for such matter is marked “PRIORITY” and contains a bold-faced, conspicuous legend in 14 point font at the top of the first page thereof stating “THIS IS A REQUEST FOR APPROVAL UNDER IIP PORTFOLIO LOAN. FAILURE TO RESPOND TO THIS REQUEST WITHIN TEN (10) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED” and such request for approval is accompanied by a description of the applicable matter, and Borrower provides to Lender such additional information and documentation reasonably requested by Lender prior to the expiration of such ten (10) Business Day period in order for Lender to adequately review such request; and Lender fails to respond with a consent or a request for additional information, or to deny such request for approval within such ten (10) Business Day period.

“Default Rate” has the meaning given to such term in the Note.

“Dispute” means any controversy, claim or dispute between or among the parties to this Agreement, including any such controversy, claim or dispute arising out of or relating to (a) this Agreement, (b) any other Loan Document, (c) any related agreements or instruments, or (d) the transaction contemplated herein or therein (including any claim based on or arising from an alleged personal injury or business tort).

“Eligible Operating Expenses” shall mean ordinary and necessary operating expenses of the Property, including Taxes and Insurance Premiums, during an applicable month as set forth in the then Approved Annual Budget or as otherwise reasonably incurred by Borrower, including, without limitation, for emergency expenditures. The Approved Annual Budget for each Individual Property for calendar year 2026 is attached hereto as Exhibit B.

“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 (whether directly or indirectly), is prohibited by law or the Loan made by Lender is in violation of law.

“Environmental Indemnity” means, individually and collectively, those certain Environmental and Hazardous Substances Indemnity Agreements, dated as of the date hereof, by Borrower and Guarantor to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Event of Default” has the meaning set forth in Article 7 hereof.

“Exercising Tenant Partial Release Amount” has the meaning given to such term in Section 2.7 hereof.

“Exit Fee” has the meaning given to such term in the Note.

“Expenses” has the meaning given to such term in Section 4.6 hereof.

“Financing Counterparty” means, with respect to Lender or any assignee, transferee or participant of all or any interest in the Loan, any such Person’s lenders or other financing counterparties (including institutions providing financing to such Person in the form of a repurchase transaction).

“First Extension Option” has the meaning given to such term in the Note.

“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.

“Guarantor” means Innovative Industrial Properties, Inc., a Maryland real estate investment trust.

“Guarantor Financial Covenants” shall mean the covenants of Guarantor in Section 5.2 of the Guaranty.

“Guaranty” means that certain Guaranty (Unsecured), of even date herewith, by Guarantor to and for the benefit of Lender.

“Governmental Authority” means any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, service, district or other instrumentality of any governmental entity.

“Improvements” shall have the meaning given to such term in the Security Instrument.

“Indebtedness” has the meaning given to such term in the Note.

“Indemnified Party” means Lender and any Person who may hold or acquire or will have held a full or partial interest in the Loan secured hereby as well as the respective directors, officers, shareholders, partners, employees, agents, servicers, representatives, 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).

“Indemnified Liabilities” has the meaning given to such term in Section 4.11 hereof.

“Independent Director” or “Independent Manager” means a natural person selected by Borrower (a) with prior experience as an independent director, independent manager or independent member, (b) with at least three (3) years of employment experience, (c) who is provided by a Nationally Recognized Service Company (defined below), (d) who is duly appointed as an Independent Director or Independent Manager and is not, will not be while serving as Independent Director or Independent Manager (except pursuant to an express provision in Borrower’s operating agreement providing for the appointment of such Independent Director or Independent Manager to become a “special member” upon members ceasing to be a member of Borrower) and shall not have been at any time during the preceding five (5) years, any of the following:

(i)            a stockholder, director (other than as an independent director or independent manager), officer, employee, partner, attorney or counsel of Borrower, any Affiliate or any direct or indirect parent of Borrower;

(ii)           a customer, supplier or other Person who derives any of its purchases or revenues from its activities with Borrower or any Affiliate;

(iii)          a Person or other entity controlling or under common control with any such stockholder, partner, customer, supplier or other Person; or

(iv)          a member of the immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other Person.

(v)           A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (i) by reason of being the Independent Director or Independent Manager of a “special purpose entity” affiliated with Borrower shall be qualified to serve as an independent director or independent manager of Borrower, provided that the fees that such individual earns from serving as independent director or independent manager of Affiliates 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 clause (ii) or (iii) shall not be disqualified from serving as an Independent Director or Independent Manager of Borrower if such individual is an independent director, independent manager or special manager provided by a Nationally Recognized Service Company that provides professional independent directors, independent managers and special managers and also provides other corporate services in the ordinary course of its business.

“Individual Property” means each of the properties described on Schedule 1 attached hereto.

“Individual Property Loan Allocation” shall mean the following amounts corresponding to each Individual Property as set forth on Schedule 1.

“Initial Maturity Date” has the meaning given to such term in the Note.

“Insurance Proceeds” shall have the meaning given to such term in the Security Instrument.

“Interest Rate” has the meaning given to such term in the Note.

“Interest Rate Cap Agreement” has the meaning given to such term in Section 2.8(a) hereof.

“Land” has the meaning given to such term in the Security Instrument.

“Laws” means all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities having jurisdiction over the Loan, Borrower, the Property, or any part thereof or the construction, development, conversion, use, alteration operation or sale 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 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.

“Lease” has the meaning given to such term in the Security Instrument.

“Lender” has the meaning given to such term in the initial paragraph of this Agreement.

“Lien” shall mean any mortgage, deed of trust, deed to secure debt, indemnity deed of trust, lien (statutory or otherwise), pledge, hypothecation or security interest on or affecting Borrower or the Property or any interest in all or a portion of the Property.

“Loan” has the meaning given to such term in the Recitals to this Agreement.

“Loan Documents” means this Agreement, the Note, the Security Instrument, the Guaranty, the Environmental Indemnity, the Pledge Agreement, Assignment of Rate Cap and any and all other documents which Borrower, Sole Member or Guarantor have executed and delivered, or may hereafter execute and deliver, to evidence, secure, evidence or guarantee the Obligations, or any part thereof, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified.

“Material Action” means, with respect to a Person, to institute proceedings to have such Person be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against such Person or file a petition seeking, or consent to, reorganization or relief with respect to such Person under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Person or a substantial part of its property, or make any assignment for the benefit of creditors of such Person, or admit in writing in a legal proceeding such Person’s inability to pay its debts generally as they become due (other than to Lender).

“Maturity Date” has the meaning given to such term in the Note.

“Minimum Interest Deficiency” has the meaning given to such term in the Note.

“Monthly Payment Amount” has the meaning given to such term in the Note.

“Nationally Recognized Service Company” means any of CT Corporation, Corporation Service Company, Cogency, National Registered Agents, Inc., Wilmington Trust Company, National Corporate Research, Ltd., Stewart Management Company, or such other nationally recognized company that provides independent director, independent manager or independent member services and that is reasonably satisfactory to Lender, in each case that is not an Affiliate and that provides professional independent directors and other corporate services in the ordinary course of its business.

“New York Borrower” means IIP-NY 2 LLC, a Delaware limited liability company.

“New York Individual Property” means the Individual Property located at 256 County Route 117, Perth, NY 12095.

“New York Individual Tenant” means Vireo Health of New York, Inc.

“Security Instrument” means, individually and collectively, those certain mortgages and deeds of trust executed by the applicable Borrower in connection with the Loan to secure the obligations of each Borrower hereunder and under the other Loan Documents, together with any amendments, modifications, supplements, replacements or renewals thereof.

“Note” has the meaning given to such term in the Recitals.

“Notice” means a notice, request, consent, demand or other communication given in accordance with the provisions of Section 10.6 of this Agreement.

“Obligations” shall mean Borrower’s obligation to pay the Indebtedness and perform its material obligations under the Note, this Agreement, the other Loan Documents, or any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement thereof.

“OFAC” means the Office of Foreign Asset Control of the Department of the Treasury of the United States of America.

“Ohio Borrower” means IIP-OH 2 LLC, a Delaware limited liability company.

“Ohio Individual Property” means the Individual Property located at 1225 Boltonfield Street, Columbus, OH 43228.

“Ohio Individual Property Tenant” means Battle Green Real Estate LLC.

“Ohio Individual Property Lease” means that certain lease between Ohio Borrower and Ohio Individual Property Tenant.

“Origination Fee” means a non-refundable fee equal to Six Hundred Forty-Nine Thousand Seven Hundred Fifty and 00/100 Dollars ($649,750.00) payable by Borrower to Lender at Closing.

“Outstanding Principal Balance” shall have the meaning given to such term in the Note.

“Partial Release” has the meaning given to such term in Section 2.7 hereof.

“Partial Release Amount” shall mean an Exercising Tenant Partial Release Amount or 3^rd Party Non-ET Partial Release Amount, as applicable.

“Partial Release Request Notice” has the meaning given to such term in Section 2.7(a) hereof.

“Payment Date” has the meaning given to such term in the Note.

“Permitted Budget Variance” has the meaning given to such term in Section 4.11(b) hereof.

“Permitted Encumbrances” shall mean, collectively: (i) the Liens and security interests created by the Loan Documents, (ii) all Liens, encumbrances and other matters disclosed in the Title Insurance Policy relating to the Property or any part thereof as of the Closing Date, (iii) Liens, if any, for Taxes imposed by any Governmental Authority not yet delinquent, or which Borrower is contesting in good faith in accordance with the Contest Requirements, (iv) any workers’, mechanics’ or other similar Liens on the Property provided that any such Lien is bonded over, removed or discharged within thirty (30) days after Borrower first receives written notice of such Lien or which is being contested in good faith in accordance with the Contest Requirements, (v) the Liens for any Permitted Equipment Financing, and (vi) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s reasonable discretion.

“Permitted Equipment Financing” means equipment financing that is (a) entered into in the ordinary course of Borrower’s business, (b) for equipment related to the ownership and operation of the Property whose removal would not materially damage or impair the value of the Property, and (c) which is secured only by the financed equipment.

“Permitted Indebtedness” means, with respect to a Borrower, (a) the Obligations, (b) monetary obligations of such Borrower under Leases, (c) monetary obligations of such Borrower under contracts for capital expenditures, (d) unsecured trade and operational debt incurred in the ordinary course of business relating to the ownership and administration of the Individual Property owned by such Borrower and the routine administration of such Borrower, and (e) Permitted Equipment Financing, which in the case of such unsecured trade payables and Permitted Equipment Financing are in amounts not to exceed three percent (3%) of the Individual Loan Allocation for the Individual Property owned by such Borrower, which liabilities are not due more than ninety (90) 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.

“Permitted Transfer” shall mean (a) a Lease entered into in accordance with this Agreement, and (c) each Transfer set forth in Section 5.1(b) hereof.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any Governmental Authority, and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Pledge Agreement” means that certain Pledge and Security Agreement, of even date herewith, executed by Sole Member in connection with the Loan to secure the obligations of each Borrower hereunder and under the other Loan Documents, together with any amendments, modifications, supplements, replacements or renewals thereof.

“Policies” shall have the meaning given to such term in Section 9.1(b) hereof.

“Property” shall have the meaning given to such term in the Security Instrument.

“Rate Cap Collateral” has the meaning given to the term “Cap Collateral” in the Assignment of Rate Cap.

“Real Property” shall have the meaning given to such term in the Security Instrument.

“Released Individual Property” means an Individual Property that has been released pursuant to Section 2.9 of this Agreement.

“Required Principal Paydown” has the meaning given to such term in the Note.

“Restoration” has the meaning given to such term in Section 9.1(c) hereof.

“Restoration Architect” has the meaning given to such term in Section 9.1(c) hereof.

“Rents” shall have the meaning given to such term in the Security Instrument.

“Servicer” has the meaning given to such term in the Note.

“Sole Member” have the meaning given to such term in the introductory paragraph of this Agreement.

“Special Purpose Bankruptcy Remote Entity” means an entity which at all times on and after the date hereof until such time as the Loan shall be paid in full:

(a)           is and will be organized solely for the purpose of (A) acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Property (and no other property), and (B) entering into this Agreement and the other Loan Documents to which it is a party with Lender and performing its obligations under the Loan Documents, refinancing the Loan in connection with a repayment of the Loan, incurring Permitted Indebtedness, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing;

(b)           is not, and will not be engaged, in any business unrelated to (A) acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Property (and no other property) or (B) other activities contemplated under clause (a) of this definition;

(d)           will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, division (whether pursuant to Section 18-217 of the Delaware Act or otherwise), merger, asset sale, transfer of partnership or membership interests or the like, or amendment of its limited liability company agreement or certificate of formation, except as expressly permitted by this Agreement;

(e)           is and will be a single-member limited liability company formed in the State of Delaware;

(f)            will have an operating agreement which provides that at all times while the Loan remains outstanding , there shall be at least one (1) duly appointed Independent Manager, and Borrower will not take any Material Action unless, at the time of such Material Action there is at least one (1) Independent Manager, and such Independent Manager shall have participated in such vote;

(g)           will have an operating agreement which provides that, as long as any portion of the Loan remains outstanding, (A) upon the occurrence of any event that causes the member to cease to be member of Borrower, the person acting as an Independent Manager of Borrower shall, without any action of any Person and simultaneously with members ceasing to be a member of Borrower, automatically be admitted as a member of Borrower (the “Special Member”) and shall preserve and continue the existence of Borrower without dissolution or division (whether pursuant to Section 18-217 of the Delaware Act or otherwise), (B) no Special Member may resign or transfer its rights as Special Member unless (x) a successor Special Member has been admitted to Borrower as a Special Member, and (y) such successor Special Member has also accepted its appointment as an Independent Manager, (C) no Independent Manager may be removed or replaced without Cause unless the company provides Lender with not less than three (3) Business Days’ prior written notice of (a) any proposed removal of an Independent Manager, and (b) the identity of the proposed replacement Independent Director, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Manager except in the event of death or legal incapacity of an Independent Manager, and (D) except as expressly permitted pursuant to the terms of this Agreement or the other Loan Documents, members may not resign and no additional member shall be admitted to Borrower; and

(h)           will have an operating agreement which provides that, as long as any portion of the Loan remains outstanding, (A) Borrower shall be dissolved, and its affairs shall be wound up only upon the first to occur of the following: (x) the termination of the legal existence of the last remaining member of Borrower or the occurrence of any other event which terminates the continued membership of the last remaining member of Borrower in Borrower unless the business of Borrower is continued in a manner permitted by its operating agreement or the Delaware Act or (y) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act; (B) upon the occurrence of any event that causes the last remaining member of Borrower to cease to be a member of Borrower or that causes either of the members to cease to be a member of Borrower (other than (x) upon an assignment by members of all of its limited liability company interest in Borrower and the admission of the transferee, if permitted pursuant to the organizational documents of Borrower and the Loan Documents, or (y) the resignation of members and the admission of an additional member of Borrower, if permitted pursuant to the organizational documents of Borrower and the Loan Documents), to the fullest extent permitted by law, the personal representative of such member shall be authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such member in Borrower, agree in writing to continue the existence of Borrower and to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of such member in Borrower; (C) the bankruptcy of Members or a Special Member shall not cause such member or Special Member, respectively, to cease to be a member of Borrower and upon the occurrence of such an event, the business of Borrower shall continue without dissolution; (D) in the event of dissolution of Borrower, Borrower shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of Borrower in an orderly manner), and the assets of Borrower shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Delaware Act; and (E) to the fullest extent permitted by law, each of members and the Special Members shall irrevocably waive any right or power that they might have to cause Borrower or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of Borrower, to compel any sale of all or any portion of the assets of Borrower pursuant to any applicable Legal Requirements or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, division (whether pursuant to Section 18-217 of the Delaware Act or otherwise), liquidation, winding up or termination of Borrower; and (F) Borrower shall be prohibited from effectuating a division (whether pursuant to Section 18-217 of the Delaware Act or otherwise).

(i)            will have an operating agreement that includes all of the matters set forth in this definition (which may be by reference) and provides that, so long as the Loan remains outstanding, such entity shall not amend its organizational documents with respect to the matters set forth in this definition without the consent of Lender;

(j)            is, as of the date hereof, and intends to remain, solvent and intends to pay its debts and liabilities from its then available assets as the same shall become due, and intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations (provided, however, that no direct or indirect Constituent Member of Borrower shall be required to contribute capital, or be prohibited from contributing capital, to Borrower to satisfy this clause (j));

(k)           will not fail to correct any known misunderstanding regarding the separate identity of such entity and has not and shall not identify itself as a division of any other Person;

(l)            will maintain its accounts, resolutions and agreements, books and records separate from any other Person and has filed and will file its own tax returns, except to the extent that it has filed or is required to file consolidated tax returns by law (or consolidated tax returns have been filed on its behalf) or to the extent that it is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law, 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 (or consolidated tax returns have been filed on its behalf);

(m)          intentionally deleted;

(n)           (i) will not commingle its funds or assets with those of any other Person in violation of this Agreement and (ii) will not participate in any cash management system with any other Person other than pursuant to the Loan Documents;

(o)           will hold its assets in its own name;

(p)           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, servicer or consultant, or equivalent thereof, under such business management services agreement holds itself out as an agent of Borrower;

(q)           will maintain its books, bank accounts, balance sheets, financial statements, accounting records and other entity documents separate from any other Person and will not permit its assets to be listed as assets on the financial statement of any other entity except as required by sound accounting principles; provided, however, that appropriate notation shall be made on any such consolidated statements to indicate its separateness from such Affiliate and to indicate that its assets and credit are not available to satisfy the debt and other obligations of such Affiliate or any other Person and such assets shall be listed on its own separate balance sheet;

(r)            will pay its own liabilities and expenses, including the salaries of its own employees (if any), out of its own available funds and assets (provided, however, that no direct or indirect Constituent Member of Borrower shall be required to contribute capital, or be prohibited from contributing capital, to Borrower to satisfy this clause (r));

(s)           intentionally omitted;

(t)            will have no Indebtedness (including loans, whether or not such loans are evidenced by a written agreement) other than, with respect to Borrower, (i) the Loan, (ii) Permitted Indebtedness, and (iii) the obligations of Borrower under the Loan Documents;

(u)           except pursuant to the Loan Documents in connection with any satisfied loans, or any Permitted Indebtedness, will not assume or guarantee or become obligated for, the debts of any other Person and will not hold out its credit as being available to satisfy the obligations of any other Person;

(v)           except pursuant to the Loan Documents in connection with any satisfied loans, or any Permitted Indebtedness, will not acquire obligations or securities of its partners, members or shareholders or any other Affiliate;

(w)           intentionally omitted;

(x)            intentionally omitted;

(y)           except pursuant to the Loan Documents in connection with any satisfied loans, or any Permitted Indebtedness, will not pledge its assets to secure the obligations of any other Person or hold out its credit or assets as being available to satisfy the obligations of any other Person;

(z)            intentionally omitted;

(aa)         will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(bb)         will not make loans to any Person or 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);

(cc)         intentionally omitted;

(dd)         other than capital contributions and distributions permitted under the terms of its organizational documents and the Loan Documents, 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 substantially similar to those of an arm’s length transaction with an unrelated third party;

(ee)         shall not have any obligation to, 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 Obligations and shall not constitute a claim against it in the event that its cash flow is insufficient to pay the Obligations;

(ff)           if such entity is a corporation, it shall consider the interests of its creditors in connection with all corporate actions;

(gg)         does not and will not have any of its obligations guaranteed by any Affiliate except as provided in the Loan Documents;

(hh)         will comply with all of the material terms and provisions contained in its organizational documents relating to this definition; and

(ii)           shall not permit any Affiliate or constituent party independent access to its bank accounts except as permitted under the Loan Documents.

“Title Company” means Stewart Title Insurance Company.

“Title Insurance Policy” means, individually and collectively, those certain policies of title insurance issued by Title Company to Lender with respect to the Loan.

“Transfer” has the meaning given to such term in Section 5.1(a) of this Agreement.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect in the State of New York.

ARTICLE 2.         TERMS OF THE LOAN

2.1.          The Loan. Lender agrees to lend to Borrower, and Borrower shall be permitted to borrow from Lender, the principal sum of the Loan, which Loan and such sum is to be evidenced by the Note. Amounts disbursed to or on behalf of Borrower pursuant to the terms of the Loan Documents shall be used for general company business purposes of Borrower and its Affiliates and for such other purposes and uses as may be permitted or contemplated under this Agreement and the other Loan Documents.

2.2.          Loan Advance at Closing. At Closing, Lender shall make a disbursement to Borrower in an amount equal to the Loan Amount.

2.3.          Payment Terms.

(a)            Interest Payments. Borrower shall pay to Lender interest on the Outstanding Principal Balance in accordance with the terms of the Note.

(b)           Origination Fee. On the date hereof, Borrower shall pay to Lender the Origination Fee.

(c)           Payment at Maturity. As provided in the Note, on the Maturity Date, all sums due and owing under this Agreement, the Note and each of the other Loan Documents shall be due and payable to Lender in full.

(d)           Required Principal Paydowns. Borrower shall pay to Lender any Required Principal Paydown if and to the extent required under the terms of the Note.

(e)           Prepayment. Borrower shall have the right to prepay the Indebtedness only in accordance with the terms of the Note.

(f)            Exit Fee. Borrower shall pay to Lender the Exit Fee payable by Borrower pursuant to the Note in accordance with the terms thereof.

(g)           Minimum Interest Deficiency. Borrower shall pay to Lender, if applicable, the Minimum Interest Deficiency payable by Borrower pursuant to the Note in accordance with the terms thereof.

(h)            Other Amounts. Borrower shall pay to Lender such other amounts as are payable to Lender pursuant to the Loan Documents.

2.4.           Full Payment. Upon receipt by Lender of all sums owing and outstanding under this Agreement, the Note and each of the other Loan Documents, the Loan shall be considered “paid in full”, Lender shall promptly cancel, terminate and/or release the Note, the Security Instrument and the other Loan Documents.

2.5.           Clearing Account.

(a)           On or prior to the date hereof, Sole Member has established and will hereafter maintain an account (the “Clearing Account”) with the Clearing Bank in trust for the benefit of Lender, which Clearing Account shall be under the sole dominion and control of Lender subject to the provisions of this Section 2.5. Sole Member (i) hereby grants to Lender a first priority security interest in the Clearing Account and all deposits at any time contained therein and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Clearing Account, including, without limitation, the execution of the Clearing Account Agreement. Until such time as the Indebtedness shall be paid in full, all monies now or hereafter deposited into the Clearing Account shall be deemed additional security for the Indebtedness.

(b)           Within five (5) Business Days following Closing, Borrower shall deliver written instructions to all tenants under existing Leases to deliver all Rents payable thereunder by wire payment directly to the Clearing Account or by delivering a check to the mailing address at Clearing Bank associated with the Clearing Account (the “Tenant Direction Letters”). Without limitation on the foregoing, any Rents actually received by Borrower or Sole Member shall be deposited into the Clearing Account by Borrower or Manager within five (5) Business Days following receipt thereof by such party. In connection with any Leases entered into by Borrower after the date hereof, Borrower shall, promptly following execution of such Leases, deliver to the tenants thereunder Tenant Direction Letters.

(c)            The parties agree that, during the continuance of a Cash Management Period, Clearing Bank shall transfer to the Cash Management Account in immediately available funds by Federal wire transfer all amounts on deposit in the Clearing Account once every Business Day, and all funds in the Cash Management Account shall be applied by Lender in accordance with Section 2.6 of this Agreement. If no Cash Management Period then exists, Clearing Bank shall transfer to such account(s) of Sole Member or Borrower as such parties shall determine in immediately available funds by Federal wire transfer all amounts on deposit in the Clearing Account once every Business Day.

(d)           Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, direct Clearing Bank to immediately pay over all funds on deposit in the Clearing Account to Lender and to apply any such funds to the payment of the Indebtedness in any order in its sole discretion.

(e)           Funds deposited into the Clearing Account shall not be commingled with other monies held by Sole Member or Borrower.

(f)            Sole Member shall not further pledge, assign or grant any security interest in the Clearing 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.

2.6.          Cash Management Account.

(a)           Upon the commencement of a Cash Management Period, Lender or its Servicer shall establish and maintain an account (the “Cash Management Account”) at a banking institution selected by Lender (the “Cash Management Bank”), which Cash Management Account shall be under the sole dominion and control of Lender subject to the provisions of this Section 2.6. Borrower (i) 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 (ii) will take all actions reasonably necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing or authorizing Lender to file UCC-1 financing statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, subject to the terms stated herein. Until such time as the Indebtedness shall be paid in full, all monies now or hereafter deposited into the Cash Management Account shall be deemed additional security for the Indebtedness.

(b)           During the continuance of a Cash Management Period (other than a Cash Management Period resulting from the occurrence and continuance of an Event of Default, in which event Section 2.6(c) below shall apply), on each Payment Date and to the extent of funds in the Cash Management Account on such Payment Date, Lender shall allocate all such funds on a monthly basis for the following purposes and in the following order of priority:

(i)            First, to the payment of Eligible Operating Expenses;

(ii)          Second, the balance, if any, to Lender to make the Monthly Payment Amount due and payable on the Loan;

(iii)         Third, the balance, if any, to Lender for payment of the servicing fee expressly provided for in Section 10 of the Note;

(iv)         Fourth, the balance, if any, to Lender for the costs of collection under the Note, the Loan Agreement or other Loan Documents, if any;

(v)          Fifth, the balance, if any, to Lender for any unpaid costs or balances of advances made by Lender in connection with any of the Loan Documents and to any other amounts which are overdue under the terms and provisions of the Loan Documents, all to the extent Lender was permitted to make such advances under the Note, the Security Instrument and/or the Loan Documents;

(vi)         Sixth, the balance, if any, to Lender for late charges and any other fees or charges due under any of the other Loan Documents, if any; and

(vii)        Seventh, the balance, if any, after payment of all amounts then remaining after payment of items (i) through (vi) (all amounts then remaining after payment of items (i) through (vi) being hereinafter referred to as “Excess Cash”) shall be disbursed twenty-five percent (25%) to Lender to be held by Lender as additional collateral for the repayment of the Indebtedness by Borrower and seventy-five percent (75%) to Borrower.

(c)           Notwithstanding anything to the contrary contained herein, upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, direct Cash Management Bank to immediately pay over funds sufficient to pay the Indebtedness and all fees pertaining thereto on deposit in the Cash Management Account to Lender and to apply any such funds to the payment of the Indebtedness in any order in its sole discretion.

(d)           Borrower shall not further pledge, assign or grant any security interest in the Cash Management 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.

2.7.            Partial Release. Lender shall cause a release of the lien of a Security Instrument with respect to an Individual Property (a “Partial Release”) so long as the following conditions are satisfied:

(a)           Borrower shall provide at least thirty (30) days advance written notice of the request for the Partial Release (a “Partial Release Request Notice”), except with respect to the release of the Lien relating to the New York Individual Property in connection with the change in collateralization contemplated in Section 2.11.

(b)           No Event of Default shall be continuing either at the time the Partial Release Request Notice is delivered to Lender or any time prior to the effective date of the Partial Release.

(c)            In the case of a sale of an Individual Property, the applicable Individual Property to be released shall be transferred to (1) either a bona-fide third party purchaser that is not an Affiliate of Borrower and not an existing tenant of an Individual Property or (2) existing tenant of an Individual Property has exercised an option or right to purchase such Individual Property pursuant to the terms of its Lease as in effect on the date hereof (an “Exercising Tenant”)).

(d)           In the case of a sale an Individual Property to an Exercising Tenant or a release of an Individual Property otherwise requested by Borrower, Borrower shall pay to Lender in immediately available funds an amount equal to the greater of the following amounts (“Exercising Tenant Partial Release Amount”):

(i)            an amount equal to the product of (A) 125% and (B) the Individual Property Loan Allocation;

(ii)           an amount equal to an amount that, when applied to the Outstanding Principal Balance (after giving effect to the Partial Release and application of the Exercising Tenant Partial Release Amount to the Outstanding Principal Balance), will, in the case of the first Partial Release under this Section 2.7, cause the ratio (expressed as a percentage) of the Outstanding Principal Balance to the value of the remaining Individual Properties (i.e., those other than the subject Individual Property and any previous Released Individual Property), with value being determined on an “as commercial, as dark” basis as set forth in the MAI appraisals obtained by Lender at Borrower’s sole cost and expense, to be not greater than seventy percent (70%), provided, that the loan-to-value ratio under this Section 2.7(d)(ii) shall be decreased by ten percent (10%) in connection with each subsequent Partial Release under this Section 2.7 (i.e., the loan-to-value ratio under this Section 2.7(d)(ii) to be satisfied for a second Partial Release under this Section 2.9 shall be sixty percent (60%), the loan-to-value ratio under this Section 2.7(d)(iii) to be satisfied for the third Partial Release under this Section 2.7 shall be fifty percent (50%), and so on); and

(iii)         an amount equal to an amount that, when applied to the Outstanding Principal Balance (after giving effect to the Partial Release and application of the Exercising Tenant Partial Release Amount to the Outstanding Principal Balance), will cause the ratio (expressed as a percentage) of the Outstanding Principal Balance to the value of the remaining Individual Properties (i.e., those other than the subject Individual Property and any previous Released Individual Property), with value being determined on an “as is, as leased” basis as set forth in the MAI appraisals obtained by Lender at Borrower’s sole cost and expense, to be not greater than twenty percent (20%).

(e)            In the case of a sale an Individual Property to a bona fide third party purchaser other than an Exercising Tenant, Borrower shall pay to Lender in immediately available funds an amount equal to the greatest of (“3^rd Party Non-ET Partial Release Amount”) the following amounts:

(i)            an amount equal to the product of (A) 125% and (B) the Individual Property Loan Allocation;

(ii)           an amount equal to the net sales proceeds derived from such sale (exclusive of any fees payable to any Affiliate of Borrower and any costs or expenses which are not reasonable or customary);

(iii)          an amount equal to ninety percent (90%) of the gross sales price for the Individual Property;

(iv)         an amount equal to an amount that, when applied to the Outstanding Principal Balance (after giving effect to the Partial Release and application of the 3^rd Party Non-ET Partial Release Amount to the Outstanding Principal Balance), will, in the case of the first Partial Release under this Section 2.7, cause the ratio (expressed as a percentage) of the Outstanding Principal Balance to the value of the remaining Individual Properties (i.e., those other than the subject Individual Property and any previous Released Individual Property), with value being determined on an “as commercial, as dark” basis as set forth in the MAI appraisals obtained by Lender at Borrower’s sole cost and expense, to be not greater than seventy percent (70%), provided, that the loan-to-value ratio under this Section 2.7(e)(iv) shall be decreased by ten percent (10%) in connection with each subsequent Partial Release under this Section 2.7 (i.e., the loan-to-value ratio under this Section 2.7(e)(iv) to be satisfied for a second Partial Release under this Section 2.9 shall be sixty percent (60%), the loan-to-value ratio under this Section 2.7(e)(iv) to be satisfied for the third Partial Release under this Section 2.7 shall be fifty percent (50%), and so on); and

(v)          an amount equal to an amount that, when applied to the Outstanding Principal Balance (after giving effect to the Partial Release and application of the Partial Release Amount to the Outstanding Principal Balance), will cause the ratio (expressed as a percentage) of the Outstanding Principal Balance to the value of the remaining Individual Properties (i.e., those other than the subject Individual Property and any previous Released Individual Property), with value being determined on an “as is, as leased” basis as set forth in the MAI appraisals obtained by Lender at Borrower’s sole cost and expense, to be not greater than twenty percent (20%).

(f)            Lender shall have received the Exit Fee allocable to the Outstanding Principal Balance being repaid;

(g)           If required by Lender, Lender shall receive an endorsement to the remaining title policy(s) confirming continued priority and such endorsement shall otherwise be in form and substance reasonably satisfactory to Lender;

(h)           Borrower shall submit to Lender, not less than ten (10) Business Days prior to the date of such release, a release of Lien (and related Loan Documents) for such Individual Property for execution by Lender. In addition, Borrower shall provide all other documentation the Lender reasonably requires to be delivered by the Borrower in connection with such release and in compliance with all applicable Laws; and

(i)            Lender shall have received payment of all the Lender’s reasonable, third party costs and expenses, including reasonable counsel fees (not to exceed $3,500.00) actually incurred in connection with the release of such Individual Property from the Lien of the Loan Documents and the review and approval of the documents and information required to be delivered in connection therewith.

2.8.            Interest Rate Cap.

(a)           Interest Rate Cap Agreement. On or prior to the date hereof, Sole Member shall enter into agreement from an Approved Counterparty, which agreement (an “Interest Rate Cap Agreement”) shall (i) be in form and substance reasonably satisfactory to Lender, (ii) contain the agreement of such Approved Counterparty to make payments to Sole Member in the event Term SOFR exceeds a strike rate equal to (or, at Borrower’s option, lower than) six percent (6.0%), (iii) require payments based on notional amounts at least equal to the total Loan Amount, (iv) direct such Approved Counterparty to deposit directly into the Clearing Account any amounts due to Sole Member under the Interest Rate Cap Agreement, (v) not terminate prior to Initial Maturity Date and (vi) require payments to be made on the applicable Payment Date. Sole Member shall collaterally assign to Lender, pursuant to the Assignment of Rate Cap, all of its right, title and interest (but not its obligations) to receive any and all payments under any Interest Rate Cap Agreement, and shall deliver to Lender, within thirty (30) days following the Closing, an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited into the Clearing Account) and shall notify the Approved Counterparty of such assignment and obtain from such counterparty a confirmation of the assignment of such Interest Rate Cap Agreement to Lender in form and content reasonably acceptable to Lender.

(b)           Pledge. As security for the full and punctual payment and performance of the Indebtedness when due (whether upon stated maturity, by acceleration, early termination or otherwise), Sole Member has assigned, granted, delivered and transferred to Lender, all of its interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in, to and under the Rate Cap Collateral.

(i)            Sole Member shall comply in all material respects with all of its obligations under the terms and provisions of any Interest Rate Cap Agreement. All amounts paid by the Counterparty under any Interest Rate Cap Agreement to Sole Member or Lender shall be deposited promptly into the Clearing Account. Subject to terms hereof, provided that no Event of Default has occurred and is continuing, Sole Member shall be entitled to exercise all rights, powers and privileges of Sole Member under, and to control the prosecution of all claims with respect to, any Interest Rate Cap Agreement and the other Rate Cap Collateral. Sole Member shall take all actions reasonably requested by Lender to enforce Lender’s rights under any Interest Rate Cap Agreement in the event of a default by the Counterparty thereunder and shall not waive, amend or otherwise modify any of its material rights thereunder without the prior written consent of Lender, not to be unreasonably withheld.

(ii)           Sole Member shall defend Lender’s right, title and interest in and to the Rate Cap Collateral pledged by Sole Member pursuant hereto or in which it has granted a security interest pursuant hereto against the claims and demands of all other Persons.

(iii)          Intentionally Deleted.

(iv)         If Sole Member fails to maintain the Interest Rate Cap Agreement at any time for any reason, and such failure continues for ten (10) Business Days after written notice from Lender, Lender may purchase the Interest Rate Cap Agreement and the actual cost incurred by Lender in purchasing the Interest Rate Cap Agreement shall be paid by Sole Member to Lender with interest thereon at the Default Rate from the end of such ten (10) Business Day period until such cost is paid by Sole Member to Lender.

(v)          Sole Member shall not sell, assign, or otherwise dispose of, or encumber, pledge or grant a security interest in, any of the Rate Cap Collateral or any interest therein, and any sale, assignment, encumbrance, pledge or security interest whatsoever made in violation of this covenant shall be a nullity and of no force and effect, and upon demand of Lender, shall forthwith be cancelled or satisfied by an appropriate instrument in writing.

(vi)         Sole Member shall not (A) without the prior written consent of Lender, materially modify, amend or supplement the terms of any Interest Rate Cap Agreement, (B) without the prior written consent of Lender, cause the voluntary termination of any Interest Rate Cap Agreement prior to its stated maturity date, (C) without the prior written consent of Lender, waive or release any material obligation of the Counterparty (or any successor or substitute party to an Interest Rate Cap Agreement) under any Interest Rate Cap Agreement, (D) without the prior written consent of Lender, consent or agree to any act or omission to act on the part of the Counterparty (or any successor or substitute party to an Interest Rate Cap Agreement), which, without such consent or agreement, would constitute a material default under the applicable Interest Rate Cap Agreement, (E) fail to exercise promptly and diligently each and every material right which it may have under any Interest Rate Cap Agreement in a commercially reasonable manner, or (F) fail to give prompt notice to Lender of any written notice of material default beyond any applicable notice, grace and/or cure period given by or to Borrower under or with respect to any Interest Rate Cap Agreement, together with a complete copy of such notice.

(vii)        In connection with the Interest Rate Cap Agreement, within thirty (30) calendar days following execution of the Interest Rate Cap Agreement, Sole Member shall use commercially reasonable efforts to obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Approved Counterparty) for the Approved Counterparty (upon which Lender and its successors and assigns may rely) which shall be in customary form reasonably acceptable to Lender.

2.9.          Alternate Rate Index Cap Agreement. In the event Lender elects to convert the Loan into an Alternate Rate Loan in accordance with the terms of Section 4 of the Note or Sole Member is unable to obtain a replacement Interest Rate Cap Agreement due to the unavailability or uncertainty in the continuing availability of Term SOFR as a reference rate:

(a)           (i) with respect to an election by Lender to convert the Loan into an Alternate Rate Loan in accordance with the terms of Section 4 of the Note, within thirty (30) Business Days of notice to Sole Member of such election by Lender or (ii) with respect to Sole Member being unable to obtain a replacement Interest Rate Cap Agreement due to the unavailability or uncertainty in the continuing availability of Term SOFR as a reference rate, prior to the expiration of the then existing Interest Rate Cap Agreement, in each of the foregoing cases, either (A) Sole Member shall deliver to Lender an Alternate Rate Index Cap Agreement, or (B) if Lender reasonably determines (which determination will be based on prevailing market customs and/or generally accepted positions of leading reputable industry associations) that an Alternate Rate Index Cap Agreement is not an appropriate instrument to properly hedge the variable rate risk attributable to the Alternate Index Rate or if an Alternate Rate Index Cap Agreement is not generally commercially available from Approved Counterparties, Sole Member shall purchase such other hedging product as reasonably determined by Lender in accordance with then prevailing market customs and/or generally accepted positions of leading reputable industry associations; and

(b)           immediately and automatically upon such election, the references to “Interest Rate Cap Agreement” and related provisions in this Agreement (including, without limitation, requirements to purchase the same pursuant to the provisions set forth in this Section 2.9) and the other Loan Documents shall be deemed modified by terms specified by Lender to account for the Alternate Rate Index and the Alternate Rate Index Cap Agreement or the alternative hedging product reasonably determined by Lender pursuant to Section 2.9(a), as applicable.

Notwithstanding the foregoing, Lender acknowledges and agrees that Sole Member shall have the right, in lieu of delivering a new Alternate Rate Index Cap Agreement or replacement Interest Rate Cap Agreement to satisfy the foregoing, to modify the then-existing Interest Rate Cap Agreement so that it satisfies the applicable conditions set forth herein.

2.10.        Ohio Individual Property Matters. Borrower and Lender acknowledge and agree that, although an event constituting an Adverse Tenancy Event has occurred and is continuing with respect to the Ohio Individual Tenant, Lender has agreed to include the Ohio Individual Property as part of the collateral for the Loan and that Borrower shall not be deemed to be in default nor shall an Event of Default be deemed to have occurred hereunder as a result of such Adverse Tenancy Event so long as within one hundred eighty days (180) following the date hereof one of the following events has occurred: (1) Borrower has entered into, in accordance with this Agreement, a new Lease of space that replaces the Ohio Individual Property Tenant and Ohio Individual Property Lease or (2) Borrower has sought the release of the Ohio Individual Property and has either (a) made a principal payment equal to the Individual Loan Allocation for the affected Individual Property, or (b) pledged to Lender a Replacement Individual Property (as defined in the Note) and paid all required costs in accordance with the terms and conditions of Section 2.3 of the Note.

2.11.        Change in Collateralization regarding New York Individual Property. Borrower has advised Lender that the New York Individual Property Tenant has recently exercised its purchase option with respect to the New York Individual Property with an anticipated closing date of May 22, 2026, and that in connection therewith Borrower will be providing “seller financing” in connection with the New York Individual Property Tenant’s purchase of the New York Property in the amount of $58,500,000.00 at an interest rate of fifteen (15%) (the “Borrower Seller Financing”). In lieu of seeking a Partial Release with respect to the New York Individual Property in connection with such purchase, Borrower has requested that Lender change the form of its collateralization of the New York Individual Property such that Lender release its Security Instrument with respect to the New York Individual Property upon closing of the purchase and in exchange provide to Borrower so called “note on note” financing and receive a security interest in the Borrower Seller Financing and the documents evidencing and securing the Borrower Seller Financing. Lender agrees that it will process such collateral change upon such purchase subject to the following conditions: (1) Borrower (and as necessary, Pledgor and Guarantor) shall have entered into such amendments to the Loan Documents (or additional Loan Documents) as Lender shall require in its good faith discretion for similar “note on note” financings subject to Borrower’s reasonable comments thereto (which will include a covenant that if the borrower under the Borrower Seller Financing Documents shall fail to pay interest on the Borrower Seller Financing timely such failure shall have the effect of constituting an Adverse Tenancy Event under the Loan Documents), (2) Chicago Atlantic or any other party providing junior lien financing to the New York Property Individual Tenant in connection with such acquisition shall have entered into an intercreditor agreement in form acceptable to Lender, (3) Borrower shall have paid any and all closing costs and expenses, legal fees, title costs and other customary costs incurred by Lender or as are otherwise required in connection with the collateralization change and (4) Borrower shall have paid to Lender an administrative fee equal to $20,000.00.

ARTICLE 3.         REPRESENTATIONS AND WARRANTIES

Borrower agrees that all of the representations and warranties of Borrower set forth in Article 3 and in the other Loan Documents shall survive (as to their accuracy when made) for so long as any amount remains owing to Lender under this Agreement or any of the other Loan Documents by Borrower; provided that such representations and warranties are only made as of the date hereof. 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.

3.1.          Organization, Power and Authority of Borrower; Loan Documents. Borrower (a) is duly organized, existing and in good standing under the Laws of the State in which it is organized and is duly qualified to do business and in good standing in the State in which the Individual Property owned by such Borrower is located, and (b) has the power, authority and legal right to own its property, carry on the business now being conducted by it and to engage in the transactions contemplated by the Loan Documents. The Loan Documents to which Borrower is a party have been duly executed and delivered by Borrower, and the execution and delivery of, and the carrying out of the transactions contemplated by, such Loan Documents, and the performance and observance of the terms and conditions thereof, have been duly authorized by all necessary organizational action by and on behalf of Borrower. The Loan Documents to which Borrower is a party constitute the valid and legally binding obligations of Borrower and are fully enforceable against Borrower in accordance with their respective terms, except to the extent that such enforceability may be limited by judicial discretion, equitable limitations and applicable bankruptcy, insolvency, receivership, conservatorship, reorganization or other similar Laws relating to or affecting the rights and remedies of creditors.

3.2.          Conflicts. The execution and performance of the Loan Documents to which Borrower is a party and the consummation of the transactions contemplated thereby will not conflict with, result in any breach of, or constitute a default under, the organizational documents of Borrower, or any contract, agreement, document or other instrument to which Borrower is a party or by which Borrower or any of its properties may be bound or affected, and such actions do not and will not violate or contravene any Law to which Borrower is subject, except for such conflicts, breaches, defaults or violations that would not reasonably be expected to materially adversely affect the condition (financial or otherwise) or business of Borrower or the condition or ownership of the Property or any part thereof. All approvals of any Governmental Authority necessary for the execution, delivery and performance by Borrower of this Agreement or any other Loan Documents have been obtained and are in full force and effect except to the extent any failure to obtain such approvals would not reasonably be expected to materially adversely affect the condition (financial or otherwise) or business of Borrower or the condition or ownership of the Property or any part thereof.

3.3.          Legal Actions. There are no claims or investigations by or before any court or Governmental Authority, pending, or to Borrower’s knowledge, threatened in writing against or affecting Borrower or Guarantor, or to Borrower’s knowledge, the Property except as disclosed in writing to Lender, which, individually or in the aggregate, if adversely determined would reasonably be likely to have a material adverse effect on the value of the Loan or the Property.

3.4.          Nature of Loan. Borrower is a business or commercial organization. The Loan is being obtained solely for business or investment purposes, and will not be used for personal, family, household or agricultural purposes.

3.5.          Information. All financial and lease documentation with respect to the Property, Borrower and Guarantor that has been delivered to Lender by Borrower or on behalf of Borrower by an agent of Borrower in connection with the Loan (a) are true, complete and correct in all material respects, and (b) accurately represent in all material respects the financial condition of the Property, Borrower and Guarantor as of the date of such documentation or the dates covered thereby, as applicable; provided, however, to the extent that, any of the foregoing documentation with respect to the Property submitted by Borrower to Lender has been provided or prepared by any third-party, then the representations contained in this Section 3.6 are mutually understood by Borrower and Lender to be based upon Borrower’s knowledge (but the foregoing proviso shall not in any way limit, negate or restrict the representations and warranties of Borrower elsewhere in this Agreement or in any other Loan Document), and to the extent that any such information, document, report or financial statement was based upon or constitutes a forecast or projection, Borrower represents only that it acted in good faith in the preparation of such information. To Borrower’s knowledge, Borrower has not failed to disclose to Lender any material and adverse information regarding the Property, Borrower or Guarantor that is presently known to Borrower.

3.6.          Leases. The Property is not subject to any Leases other than the Leases provided by Borrower to Lender prior to the closing of the Loan. Borrower is the owner and lessor of landlord’s interest in the Leases. The current Leases are in full force and effect and, except as disclosed by the aged receivables report delivered to Lender and except for various defaults under the Ohio Individual Property Lease disclosed by Borrower to Lender, there are no monetary or material non-monetary defaults thereunder by either party. The copies of the Leases and any related guaranty (including all amendments thereto) delivered to Lender are accurate, true and complete in all material respects, and there are no oral agreements with respect thereto. No Rent (other than security deposits, if any, listed on Schedule II) has been paid more than one (1) month in advance of its due date. Except for the tenant improvement work (if any) described in the tenant estoppel certificates delivered to Lender in connection with the Loan, all work to be performed by the landlord under each Lease has been performed as required in such Lease, and except as described in the tenant estoppel certificates delivered to Lender in connection with the Loan and for abatements relating to casualty/condemnation as set forth in such Lease, any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower under such Lease to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge by Borrower of any Lease or of the Rents received therein which is still in effect. Except as described in the tenant estoppel certificates delivered to Lender in connection with the Loan, to the best of Borrower’s knowledge, no tenant has assigned its Lease, nor, to the best of Borrower’s knowledge, does any such tenant holds its leased premises under assignment. Except as set forth in the Leases, no tenant under any Lease has a right or option to purchase all or any part of the Property of which the leased premises are a part.

3.7.          Past Activities of Borrower; Special Purpose Bankruptcy Remote Entity. Each Borrower as of the date hereof is a Special Purpose Bankruptcy Remote Entity.

3.8.          Condemnation. No material condemnation or other similar proceeding has been commenced or, to Borrower’s knowledge, is threatened with respect to all or any portion of the Property or for the relocation of any roadway providing access to the Property.

3.9.          Foreign Person. Neither Borrower nor Guarantor is a “foreign person” within the meaning of § 1445(f)(3) of the Internal Revenue Code.

3.10.        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, (a) none of the funds or other assets of Borrower and Guarantor constitute property of, or are beneficially owned, directly or indirectly (but excluding indirect ownership resulting solely from ownership of stocks or bonds traded on any national securities exchange or a nationally recognized automated quotation system (including the New York Stock Exchange, the NYSE American and the NASDAQ) and/or the London Stock Exchange, the Hong Kong Stock Exchange, the Toronto Stock Exchange, the Frankfurt Stock Exchange, Euronext or the Luxembourg Stock Exchange), 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.

3.11.        Organizational Chart. Attached hereto as Exhibit A is a true and correct copy of an organizational chart of Borrower. No Person that is an individual owns, directly or indirectly, an interest in Borrower that is greater than twenty percent (20%) of the total ownership interests in Borrower.

ARTICLE 4.         AFFIRMATIVE COVENANTS AND AGREEMENTS

Borrower covenants as of the date hereof and until such time as all Obligations shall be paid to Lender and otherwise performed in full, that:

4.1.          Alterations; Zoning; Compliance.

(a)           Subject to completion of work to be completed by Borrower or any tenant pursuant to the Leases and work contemplated in the Approved Annual Budget or otherwise disclosed to Lender in writing, Borrower shall keep and maintain or cause the tenants pursuant to the Leases to keep and maintain, the Property and any portion thereof in good order and condition in all material respects, reasonable wear and tear and damage by casualty and/or condemnation excepted. Borrower shall not commit and shall use commercially efforts not to knowingly permit any other person to commit, any material physical waste of or to the Property. Unless permitted to be made by a tenant under a Lease without Borrower’s consent, Borrower shall obtain Lender’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) with respect to (i) any exterior or structural alterations, renovations, work, demolition (exterior or interior), removal or razing to or of any portion of the Improvements, (ii) any alterations that would result in any material adverse effect on the building or life safety systems, and (ii) any excavation or drilling of the Land, in each case the cost of which exceeds $250,000.

(b)            Borrower shall not, without the prior written consent of Lender initiate or consent to any change in any zoning reclassification of any portion of the Property or seek any adverse variance under any existing zoning ordinance, provided, however, that the foregoing shall not prevent Borrower from seeking approvals or permits from Governmental Authorities which are necessary for improvements, repairs or replacements contemplated under this Agreement.

(c)            Subject to the Contest Requirements, Borrower shall comply, or cause the tenants pursuant to the Leases to comply, with all Laws affecting the Property, or the use thereof, in all material respects.

4.2.          Taxes. Subject to Borrower’s contest rights in accordance with the Contest Requirements, Borrower shall pay all taxes, assessments, water rates and sewer rents, now or hereafter levied or assessed or imposed against the Property or any part thereof (“Taxes”) and all ground rents, maintenance charges, other governmental impositions, and other charges, including, without limitation, vault charges and license fees (collectively, “Other Charges”) for the use of vaults, chutes and similar areas adjoining the Real Property prior to delinquency. Subject to the continued satisfaction of the Contest Requirements, Borrower shall not suffer and shall promptly cause to be paid and discharged or bonded over any Lien (other than Permitted Encumbrances), and shall promptly pay for all utility services (other than tenant obligations for same) provided to the Property.

4.3.          Special Purpose Bankruptcy Remote Entity. Borrower shall at all times continue to be a Special Purpose Bankruptcy Remote Entity.

4.4.          Appraisal. If the Indebtedness remains outstanding as of December 31, 2026 or December 31, 2027 or December 31, 2028, Borrower shall pay for an appraisal of each Individual Property obtained by Lender for the annual audits for such years which are required to be obtained by Lender under regulations applicable to Lender or its Affiliates, and Borrower shall reasonably cooperate with Lender in obtaining and providing information and documentation in Borrower’s possession for such appraisal to be issued.

4.5.          Management of Property. Each Borrower shall self-manage its own Individual Property in accordance with industry custom for properties of similar size, type, quality and use.

4.6.          Litigation; Proceedings. Promptly upon becoming actually aware of the same, Borrower shall give notice to Lender of any litigation or proceedings by or before any Governmental Authority pending or threatened in writing against Borrower and/or Guarantor, other than any such litigation or proceedings as to which the liability asserted against Borrower is less than Five Hundred Thousand Dollars ($500,000), or Guarantor is less than Five Million Dollars ($5,000,000), as applicable, or is fully covered (other than deductible amounts) by applicable insurance policies. With respect to any proceedings before any court, board or other Governmental Authority which would reasonably be expected to materially adversely affect the value or operation of the Property or otherwise materially affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and as to which the liability asserted against Borrower and/or the Property, as applicable, (a) is not fully covered (other than deductible amounts) by applicable insurance policies and (b) exceeds the liability thresholds in the preceding, Borrower shall reasonably cooperate with Lender and, in connection therewith, permit Lender, at its election acting reasonably, to participate in any such proceedings at Lender’s election and expense; provided, however, that if any such proceeding is reasonably likely to adversely affect the value or operation of the Property or otherwise materially affect the rights of Lender hereunder or under the other Loan Documents, such participation shall be at Borrower’s expense.

4.7.           Leasing. Any Lease executed after the date hereof shall require the prior written consent of Lender, which consent shall, so long as no Event of Default is continuing, not be unreasonably withheld, conditioned or delayed. Upon request, Borrower shall furnish Lender with true, correct and complete executed copies of all Leases, amendments thereof and any related agreements. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates or as otherwise provided for in the applicable Lease, unless otherwise approved by Lender, which approval shall, so long as no Event of Default is continuing, not be unreasonably withheld, conditioned or delayed. All proposed Leases shall be on commercially reasonable market rate terms and shall not contain any terms which would materially and adversely affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and the lien created thereby and that the tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure, provided, however, that Lender agrees, to the extent the Lease shall condition such subordination and/or attornment on tenant’s receipt of non-disturbance, Lender shall enter into a subordination, non-disturbance of possession and attornment agreement in a commercially reasonable form (an “Acceptable SNDA”). Borrower (a) shall (i) observe and perform all material obligations imposed upon the lessor under the Leases in a commercially reasonable manner and (ii) shall complete and/or pay for all improvements required to be completed and/or paid for by Borrower as landlord under the Leases substantially in accordance with the terms of such; (b) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the tenant thereunder to be observed or performed in a commercially reasonable manner, except that Borrower shall not terminate or accept the termination or surrender by a tenant of a Lease prior to the natural expiration of the term of such Lease, without the prior written consent of Lender, which consent, so long as no Event of Default is continuing, shall not be unreasonably withheld, conditioned or delayed; (c) unless such assignment or subletting is permitted under the Lease without Borrower’s consent, shall not consent to any assignment of or subletting under any Lease without the prior consent of Lender, which, may not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned or delayed; (d) shall not collect any of the Rents more than one (1) month in advance (other than security deposits required pursuant to such Lease); (e) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (f) shall not alter, modify or change any terms of any Lease in any manner adverse to landlord without the prior written consent of Lender (except for (xx) modifications (such as the exercise of renewal or extension rights) required under the terms of the Lease and (yy) modifications that are administerial in nature), which consent shall, so long as no Event of Default is continuing, not be unreasonably withheld, conditioned or delayed; (g) provide Lender with copies of any notice of default or notice of termination of a Lease delivered by any tenant or Borrower within five (5) Business Days following such delivery (but the foregoing shall not limit Lender’s rights to approve any such termination by Borrower pursuant to the terms of this Section 4.7); and (h) 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, provided, however, Borrower shall have no obligation to take any actions or execute any documents pursuant to this Section 4.7(h), which (i) increase Borrower’s or Guarantor’s obligations, (ii) diminish Borrower’s or Guarantor’s respective rights, or (iii) otherwise adversely affect Borrower, Guarantor or any Affiliate of Borrower or Guarantor, except (in each case) to a de minimis extent. Any matters that require Lender’s consent or approval under the terms of this Section 4.8 shall be subject to the Deemed Consent Mechanics.

4.8.           Books and Records.

(a)            Borrower will maintain, or cause to be maintained, adequate books and records of accounts, reflecting the results of the operations of the Property and will furnish, or cause to be furnished, to Lender the following:

(i)            annually, within sixty (60) days following the end of each calendar year, a complete copy of Borrower’s unaudited annual financial statements for such Fiscal Year and containing statements of profit and loss for Borrower and a balance sheet for Borrower. Such statements of Borrower shall set forth the financial condition and the results of operations for the Property (on an Individual Property basis and consolidated basis) for such calendar year and shall be accompanied by a certificate of Borrower stating such items are true, accurate and complete and fairly represent the financial condition and results of the operations of Borrower and the Property, in each case in all material respects; and

(ii)           on or before the date that is thirty (30) days after the end of each calendar month, the following items, accompanied by a certificate of Borrower 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 in each case in all material respects (subject to normal year-end adjustments) as applicable: (i) a current rent roll; (ii) quarterly and year-to-date operating statements prepared for each calendar month on an Individual Property basis and consolidated basis, all in form reasonably satisfactory to Lender; and (iii) a tenant delinquency schedule.

(b)           Borrower shall submit to Lender an operating budget, including all planned capital expenditures other than improvements required to be made by Borrower under Leases, for the Property (on an Individual Property basis and consolidated basis) prepared by Borrower for each fiscal year of Borrower (an “Annual Budget”), not later than thirty (30) days prior to the commencement of each such year. Each Annual Budget shall be subject to Lender’s approval if an Event of Default is then continuing (each such Annual Budget, to the extent so approved by Lender or to the extent Lender’s approval is not required hereunder, an “Approved Annual Budget”), not to be unreasonably withheld, conditioned or delayed. In the event that Lender objects to a proposed Annual Budget submitted by Borrower which requires the approval of Lender hereunder, Lender shall advise Borrower of such objections within ten (10) 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 reasonable 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 which requires the approval of Lender hereunder and which approval shall not be unreasonably withheld, conditioned or delayed, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in (x) Taxes, Insurance Premiums and Other Charges, expenses under the management agreement with Borrower’s property manager for the Property and other non-discretionary expenses and (y) up to fifteen percent (15%) increases in each budgeted line item provided such increases do not exceed a fifteen percent (15%) increase in the Annual Budget in the aggregate (provided, however, that if such increase is greater than fifteen percent (15%) and such increase is due solely to an increase in operating expenses for the Property as a result of increased occupancy at the Property, then the Annual Budget may, upon Lender’s prior written consent (not to be unreasonably withheld, conditioned or delayed) be adjusted to reflect the same) (a “Permitted Budget Variance”). Any material amendments or modifications to any Annual Budget shall be submitted to Lender for its approval in accordance with the foregoing provisions.

(c)           In the event that, Borrower must incur an operating expense or capital expenditure not set forth in the Approved Annual Budget and not constituting a Permitted Budget Variance or otherwise Permitted hereunder (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 approval shall not be unreasonably withheld, conditioned, or delayed, provided, however that no approval shall be required for any Extraordinary Expense necessary to avoid imminent damage to property or protect human life or safety.

(d)           Borrower shall deliver to Lender, within thirty (30) days after Lender’s written request, which request shall not be made more than one (1) time during any calendar year, such additional information regarding the financial condition of Borrower or the Property as reasonably requested by Lender, provided that (x) the same is maintained or prepared by Borrower or Borrower’s property manager in the ordinary course of business and (y) such information is available to Borrower within such time frame at no material additional out-of-pocket expense to Borrower. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice (and, in any event, not more than once in any calendar year unless an Event of Default is continuing, in which case no such restriction shall apply) to examine, at Lender’s cost, such records, books and papers of Borrower which reflect upon its financial condition and the income and expenses of the Property.

4.9.          Cooperation. Borrower shall at all reasonable times during normal business hours, Monday through Friday, reasonably cooperate with, and shall promptly answer inquiries from, Lender relating to the Property.

4.10.        Notification Regarding Licenses. Not less than five (5) Business Days following the date that Borrower obtains knowledge thereof, Borrower shall notify Lender of the occurrence of any Adverse Tenancy Event with respect to any tenant of any of the Individual Properties.

4.11.        Indemnification.

(a)           Borrower shall indemnify, defend and hold harmless each Indemnified Party and shall pay or, if Borrower fails to pay, reimburse each Indemnified Party upon receipt of notice from Lender, for all actual, out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) (“Expenses”) actually incurred by such Indemnified Party in connection with (i) Borrower’s ongoing performance of and compliance with Borrower’s 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 confirming compliance with environmental and insurance requirements; (ii) such Indemnified Party’s ongoing performance of and compliance with all 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; (iii) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to and in accordance with this Agreement and the other Loan Documents and any other documents or matters, in each case, if requested by Borrower; (iv) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions required to be delivered by Borrower under this Agreement, and other similar expenses reasonably incurred in creating and perfecting the liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (v) 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 Lender, Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan (including, without limitation, any prosecution or defense in connection with any proceeding under the Bankruptcy Code); and (vi) enforcing any obligations of or collecting any payments due from Borrower, Guarantor, or any of their respective Affiliates under this Agreement, the other Loan Documents or with respect to the Property or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” (regardless of the existence of an Event of Default) or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment to any Indemnified Party of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, intentional bad faith, fraud or willful misconduct of any Indemnified Party. In the event of any inconsistency between this paragraph and a clause in this Agreement which is on point and expressly limits the payment of Lender's fees and expenses that specific clause will control.

(b)            In addition, Borrower shall indemnify, defend and hold harmless each Indemnified Party from and against any and all liabilities, obligations, actual out-of-pocket losses, actual damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever actually incurred (including the reasonable fees and disbursements of counsel for such Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such 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 the Property or any of the transactions contemplated by this Agreement, including, without limitation, (i) any breach by Borrower of its Obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, (ii) the use or intended use of the proceeds of the Loan in violation of this Agreement, (iii) any material misrepresentation made by Borrower in this Agreement or any other Loan Document; (iv) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (v) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) performance of any labor or services or the furnishing of any materials or other property in respect of any Property; (vii) any failure of the Property to comply with any Laws; (viii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; (ix) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; and (x) any failure to pay any permit and application fees, violations, fines and/or any other penalty incurred in connection with ownership, use, leasing and/or development of the Property (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 (i) arise from the gross negligence, illegal acts, fraud or willful misconduct of any Indemnified Party, and/or (ii) arise or accrue after to the date that Lender or its nominee (or a third party purchaser at a foreclosure sale) take control of the Property following exercising remedies, or otherwise acquire title to the Property, whether by foreclosure, exercise of power of sale, acceptance of a deed-in-lieu of foreclosure or otherwise. 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 each Indemnified Party.

ARTICLE 5.         NEGATIVE COVENANTS

Borrower covenants as of the date hereof and until such time as all Obligations shall be paid to Lender and otherwise performed in full, that:

5.1.           Transfers.

(a)            Restrictions on Transfers. Borrower acknowledges that Lender has examined and relied on the creditworthiness and experience of Borrower in agreeing to make the Loan, and that Lender will continue to rely on Borrower’s ownership, administration and management of the Property as security for the Obligations. Accordingly, Borrower shall not, without the prior written consent of Lender or as otherwise permitted hereunder, directly or indirectly, sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer in trust or otherwise the Property or any part thereof or any direct or indirect interest therein or in Borrower or permit the Property or any part thereof or any direct or indirect interest in Borrower to be sold, conveyed, alienated, deeded, encumbered, pledged or otherwise transferred in whole or in part (each a “Transfer”). Notwithstanding the foregoing or anything to the contrary herein, a “Transfer” shall not include any of the following (a) the granting of, amendment of, extension or renewal of, or any other action taken with respect to any Permitted Indebtedness or other liens or encumbrances permitted hereunder (without limiting Borrower’s obligations with respect to any Permitted Indebtedness or other liens or encumbrances permitted hereunder pursuant to the terms and provisions of this Agreement and the other Loan Documents), (b) the settlement of any claim, dispute, litigation or regulatory proceeding (without limiting Borrower’s obligations with respect to any such settlements pursuant to the terms and provisions of this Agreement and the other Loan Documents), (c) the granting of, amendment of, extension or renewal of, or any other action taken with respect to any Lease (without limiting Borrower’s obligations with respect to any Leases pursuant to the terms and provisions of this Agreement and the other Loan Documents), (d) the expenditure of funds by Borrower or Guarantor or their Constituents (without limiting Borrower’s obligations with respect to any such expenditures pursuant to the terms and provisions of this Agreement and the other Loan Documents), (e) transfers of assets or properties (other than the Property) in the ordinary course of business so long as no Event of Default would result therefrom, (f) issuance by Guarantor of equity in offerings, in connection with acquisitions of property, as compensation or upon redemption of equity interests in Sole Member, (g) issuance of equity interests in Sole Member in connection with acquisitions of properties or as compensation to employees or board members of Sole Member or Guarantor, (h) Transfers necessary to enable Guarantor to continue to qualify as a real estate investment trust and avoid the imposition of any federal or state income or excise taxes, and (i) Transfers permitted by the terms of this Agreement or the other Loan Documents. Lender shall not be required to demonstrate any actual impairment of its security or increased risk of default hereunder in order to declare the Indebtedness immediately due and payable upon a Transfer (other than a Permitted Transfer) without Lender’s consent if required hereunder. Lender’s consent to a Transfer shall not be deemed to be a waiver of Lender’s right to require such consent to any future occurrence of same. Any Transfer made in contravention of this Section 5.1(a) shall be null and void and of no force and effect. All reasonable out-of-pocket costs and expenses actually incurred by Lender in connection with its review of any proposed Transfer shall be paid by Borrower whether or not any such Transfer is consummated.

(b)           Permitted Transfers. Notwithstanding anything to the contrary contained in this Section 5.1(a), the following Transfers (a “Permitted Transfer”) shall be deemed to be permitted hereunder and shall not require the consent of Lender, notice to Lender or payment to Lender of any transfer fee:

(i)            any Transfer 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;

(ii)           any Transfer 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;

(iii)          any Transfer for estate planning purposes by a natural person (or a disregarded entity of which a natural person is the sole member) of the stock, partnership interests, limited liability company interests, membership interests or other direct or indirect ownership interests in Borrower to any one or more immediate family members of such natural person or to one or more trusts (or other entities) for the benefit of any one or more immediate family members of such natural person;

(iv)         any Transfer of the Property by Borrower that results in the repayment by Borrower in full of the Indebtedness and any Transfer of an Individual Property in accordance with Section 2.7;

(v)          any Transfer resulting from the exercise of Lender’s rights under the Loan Documents or the commencement or consummation of any remedial or enforcement action by Lender with respect to the Loan, including, without limitation, any foreclosure, deed-in-lieu, or assignment in lieu of foreclosure and the exercise of any rights of Lender under the Loan Documents; and

(vi)         any Transfer with respect to a Person whose stocks or certificates are traded on any national securities exchange or a nationally recognized automated quotation system (including the New York Stock Exchange, the NYSE American and the NASDAQ) and/or the London Stock Exchange, the Hong Kong Stock Exchange, the Toronto Stock Exchange, the Frankfurt Stock Exchange, Euronext or the Luxembourg Stock Exchange.

5.2.          Lien. Subject to Borrower’s contest rights in accordance with the Contest Requirements, 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. Borrower shall pay the invoices of any and all contractors, subcontractors, suppliers and vendors that provide goods or services to or for the benefit of the Property as the same become due and payable. Borrower shall not suffer and shall promptly cause to be paid and discharged or bonded over any Lien or charge whatsoever which may be or become a Lien or charge against the Property, except for Permitted Encumbrances.

5.3.          Dissolution; Amendments to Organizational Documents; Good Standing. Borrower shall not (a) engage in any dissolution, liquidation, 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, or (d) modify, amend, waive or terminate its organizational documents with respect to the matters set forth in the definition of Special Purpose Bankruptcy Remote Entity or its qualification and good standing in any jurisdiction.

5.4.          Embargoed Person. As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Permitted Transfers or other Transfers permitted pursuant to this Agreement, (a) none of the funds or other assets of Borrower and Guarantor constitute property of, or are beneficially owned, directly or indirectly (but excluding indirect ownership resulting solely from ownership of stocks or bonds traded on any national securities exchange or a nationally recognized automated quotation system (including the New York Stock Exchange, the NYSE American and the NASDAQ) and/or the London Stock Exchange, the Hong Kong Stock Exchange, the Toronto Stock Exchange, the Frankfurt Stock Exchange, Euronext or the Luxembourg Stock Exchange), 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. Neither Borrower nor Guarantor is (or will be) a Person with whom Lender is restricted from doing business under OFAC regulations (including those persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001 #13224 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transactions or otherwise be associated with such Persons. In addition, to help the US Government fight the funding of terrorism and money laundering activities, The USA Patriot Act (and the regulations thereunder) requires the Lender to obtain, verify and record information that identifies its customers. Borrower shall provide the Lender with any additional information reasonably available to Borrower that the Lender deems reasonably necessary from time to time in order to ensure compliance with The USA Patriot Act and any other applicable Laws concerning money laundering and similar activities.

ARTICLE 6.         RELEASE OF PROPERTY TO AVOID EVENT OF DEFAULT

6.1.           Notwithstanding anything in this Agreement or in any other Loan Document to the contrary, but, subject, however, to the last sentence of this Section 6.1, if an event or condition occurs or is expected to occur that constitutes or would constitute an Event of Default (including in the case of Lender not consenting to any matter which requires Lender’s consent) and such Event of Default or anticipated Event of Default can or could be cured by the release or replacement of an Individual Property, then Borrower will notify Lender in writing of such circumstance (and in the case of an actual Event of Event, not later than five (5) Business Days following Borrower’s receipt of written notice from Lender of the existence of such Event of Default) and so long as Borrower is not otherwise in default of its obligations under the Loan Documents (other than the subject Event of Default), then Borrower may seek the release of the applicable Individual Property by complying with the requirements of Section 2.3 of the Note as though an Adverse Tenancy Event had occurred. Accordingly, Borrower shall be required, within ninety (90) Business Days of such written notice, to either (a) make a principal payment equal to the Individual Loan Allocation for the affected Individual Property or (b) pledge to Lender a Replacement Individual Property (as defined in the Note) and pay all required costs in accordance with the terms and conditions of Section 2.3 of the Note. So long as Lender’s rights and interests pursuant to the Loan Documents are not materially and adversely affected in any respect, then during such ninety (90) Business Day period, Lender shall forego exercising any remedies with respect to an Event of Default that Borrower notifies Lender of pursuant to this Section 6.1, including foreclosure of the lien on the Individual Property. Upon Borrower’s satisfaction of the requirements set forth in Section 2.3, Lender agrees to release the applicable Individual Property. Notwithstanding the foregoing provisions of this Section 6.1 or any other provision in this Agreement or in any other Loan Document to the contrary, Borrower shall have no cure rights under this Section 6.1 with respect to the occurrence of an Event of Default under Section 7.1(A), Section 7.2, Section 7.3, Section 7.4, Section 7.5, Section 7.6, Section 7.8, Section 7.10, Section 7.12 and Section 7.13 hereof.

ARTICLE 7.         EVENTS OF DEFAULT

The occurrence or happening, from time to time, of any one or more of the following shall constitute an immediate event of default under this Agreement without notice (except as expressly set forth below) (an “Event of Default”):

7.1.          Payment Default. (A) If any Monthly Payment Amount is not paid within ten (10) days following the Payment Date therefor or (B) if any other portion of the Indebtedness (other than the entire unpaid Indebtedness due and payable on the Maturity Date) is not paid within ten (10) days after Borrower’s receipt of written demand therefor.

7.2.          Payment at Maturity. Borrower shall fail to pay to Lender the entire unpaid Indebtedness on or prior to the Maturity Date.

7.3.          Taxes. If any of the Taxes are not paid prior to delinquency (subject to Borrower’s contest rights hereunder).

7.4.          Policies. If the Policies are not kept in full force and effect.

7.5.          Bankruptcy. Any Borrower or Guarantor files a voluntary petition under the Bankruptcy Code or makes a general assignment for the benefit of creditors, or an involuntary bankruptcy petition is filed against any Borrower or Guarantor and such involuntary bankruptcy petition continues undismissed for a period of ninety (90) days after the filing thereof.

7.6.          Appointment of Receiver, Trustee, Liquidator. Any Borrower or Guarantor applies for or consents in writing to the appointment of a receiver, trustee or liquidator of any Borrower or Guarantor or all or substantially all of the other assets of any Borrower or Guarantor, or an order, judgment or decree is entered by any court of competent jurisdiction on the application of a creditor appointing a receiver, trustee or liquidator of any Borrower or Guarantor, or all or substantially all of the other assets of any Borrower or Guarantor.

7.7.          Leasing. (A) Borrower shall enter into a Lease or amend or modify a Lease without Lender’s prior written consent in breach of Section 4.7 hereof, (B) Borrower shall terminate a Lease without Lender’s prior written consent in violation of Section 4.7 hereof; or (C) there is a breach of any of the other terms of Section 4.7 hereof and such breach shall be continuing for a period of thirty (30) days following Borrower’s receipt of written notice of such breach from Lender.

7.8.          Transfers. Without the prior written consent of Lender, any Transfer shall occur other than a Permitted Transfer.

7.9.          Misrepresentation. There is a material adverse misstatement by any Borrower or Guarantor in any certificate and/or certification executed by any Borrower or Guarantor and delivered to Lender in connection with this Agreement or the Loan Documents, or any representation, disclosure, warranty, statement, financial statement, application and/or other instrument, record, documentation or paper made by any Borrower or Guarantor in connection with this Agreement shall be materially and adversely misleading, materially and adversely untrue or materially and adversely incorrect; provided, however, such false or misleading representation or warranty shall not constitute an Event of Default hereunder if it was not an intentional misrepresentation or warranty and any Borrower or Guarantor cures the underlying facts or circumstances that caused the applicable representation or warranty to have been materially false or misleading within thirty (30) days after written notice from Lender, provided, however, if such underlying facts or circumstances is not reasonably susceptible to cure within such thirty (30) day period and any Borrower (or Guarantor) is diligently pursuing such cure, Borrower (or Guarantor) shall be entitled to an additional reasonable time to cure provided Borrower (or Guarantor) is diligently pursuing such cure not to exceed ninety (90) days (inclusive of the initial thirty (30) day period).

7.10.        Breach of Financial Covenants. Guarantor shall breach any of the Guarantor Financial Covenants or shall fail to make any payment to Lender in accordance with the terms of the Guaranty, and such breach or failure shall be continuing for a period of ten (10) Business Days following receipt of written notice from Lender.

7.11.        Lien. Subject to Borrower’s contest rights hereunder, the existence of a Lien on the Property (other than Permitted Encumbrances), in each case, to the extent the same is not removed, discharged or bonded over within thirty (30) days after written notice from Lender to Borrower.

7.12.        Event of Default under Pledge Agreement. The occurrence and continuance of any event or circumstance identified as an “Event of Default” in a Pledge Agreement.

7.13.        Adverse Tenancy Event. An Adverse Tenancy Event shall occur and Borrower shall fail to comply with its obligations under Section 2.3 of the Note.

7.14.        Ohio Individual Property. Borrower shall have failed to have completed one of the actions contemplated under Section 2.10 hereof within the time period set forth therefor in such Section 2.10.

7.15.        Other Defaults. If Borrower, Sole Member or Guarantor shall continue to be in default under any of the other terms or covenants of this Agreement or any other Loan Document not specified in Section 7.1 to Section 7.13 above, beyond any applicable notice and cure period or if none is stated, for ten (10) Business Days after written 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 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 ninety (90) days (inclusive of the original thirty (30) day period).

ARTICLE 8.         REMEDIES

8.1.          Remedies. During the continuance of an Event of Default, Borrower agrees that Lender may (but without any obligation to do so) take such action, without notice or demand (except as required by applicable Laws), as Lender deems advisable to protect and enforce its rights against Borrower or any other Person and in and to the Property, including the following actions, each of which may be pursued concurrently, separately or otherwise, at such time and in such order as Lender may determine, in its sole and absolute discretion, without impairing, waiving, precluding or otherwise affecting the other rights and remedies of Lender, whether or not such rights and remedies arise under or pursuant to any of the Loan Documents or exist at law or equity:

(a)           declare the entire amount of the Loan or any portion thereof which is currently payable (including, without limitation, any and all costs and expenses, including professional fees and reasonable legal fees) to be immediately due and payable;

(b)           exercise any and all rights and remedies under any and each Security Instrument and/or any and each Pledge Agreement;

(c)           to the extent available as a remedy under applicable Laws, institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained in the Loan Documents;

(d)           to the extent permitted by applicable Laws, recover judgment on the Note either before, during or after any proceedings for the enforcement of any Loan Document;

(e)           exercise all or any one or more of the rights, powers and other remedies available to Lender against Borrower under the Loan Documents, at law or in equity, at any time and from time to time, whether or not all or any portion of the Loan shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceedings or other action for the enforcement of its rights and remedies under any of the Loan Documents;

(f)            pay, perform, or cause the performance of (provided Lender shall have no obligation to do so) such covenant or obligation;

(g)           pursue such other remedies and rights as Lender may have under any applicable Laws or at equity.

8.2.          No Release or Waiver; Remedies Cumulative and Concurrent. Borrower shall not be relieved of any Obligation by reason of the failure of Lender to comply with any request of Borrower or of any other Person to enforce any provision of the Loan Documents. No delay or omission of Lender to exercise any right, power or remedy accruing upon the occurrence of an Event of Default shall impair any such right, power or remedy or shall be construed to be a waiver of any such Event of Default or any acquiescence therein. No delay or omission on the part of Lender to exercise any option for acceleration of the maturity of the Indebtedness following the occurrence of any Event(s) of Default as aforesaid, or any other option granted to Lender hereunder in any one or more instances, or the acceptance by Lender of any partial payment on account of the Obligations shall constitute a waiver of any such Event of Default and each such option shall remain continuously in full force and effect. No remedy herein conferred upon or reserved to Lender is intended to be exclusive of any other remedies provided for in the Loan Documents, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder, or under the Loan Documents, or now or hereafter existing at Law or in equity or by statute. Every right, power and remedy given by the Loan Documents to Lender shall be concurrent and may be pursued separately, successively or together against Borrower or the Property or any part thereof, and every right, power and remedy given by the Loan Documents may be exercised from time to time as often as may be deemed expedient by Lender. All notice and cure periods provided in this Agreement or in any Loan Document shall run concurrently with any notice or cure periods provided by applicable Law.

ARTICLE 9.         INSURANCE; CASUALTY; CONDEMNATION

9.1.           Insurance. Unless otherwise agreed, in writing by Lender, in its sole and absolute discretion, Borrower, at its sole cost and expense, shall at all times maintain the insurance policies and coverages required by this Section 9.1. Borrower, at its sole cost and expense, shall keep the Property insured during the term of the Loan for the mutual benefit of Borrower and Lender against loss or damage by any peril covered by a standard “special perils” or “all-risk-of-physical-loss” insurance policy including, without limitation, riot and civil commotion, acts of terrorism, vandalism, malicious mischief, burglary, theft and mysterious disappearance in an amount (i) equal to at least one hundred percent (100%) of the then “full replacement cost” of the Improvements and Equipment owned by Borrower, without deduction for physical depreciation and (ii) such that the insurer would not deem Borrower a coinsurer under such policies. The policies of insurance carried in accordance with this Section 9.1 shall be paid by Borrower annually in advance and shall contain the “Replacement Cost Endorsement” with a waiver of depreciation, and shall have a deductible no greater than $100,000.00 unless so agreed by Lender. In addition, Borrower may, at its option, retain the services of a firm to monitor the policies of insurance for conformance with this Agreement, the cost of which shall be borne by Borrower. Any or all of such policies may be provided under a blanket policy or policies provided such blanket policies allocate the amount of insurance required hereunder to the Property.

(a)           Borrower, at its sole cost and expense, for the mutual benefit of Borrower and Lender, shall also obtain and maintain during the term of the Loan the following policies of insurance:

(i)            Flood insurance if any part of the Real Property is located in an area identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any successor act thereto) in an amount at least equal to the outstanding principal amount of the Note or the maximum limit of coverage available with respect to the Improvements and Equipment under said Act, whichever is less, and/or excess flood coverage, inclusive of rental income coverage due to peril of flood;

(ii)           commercial general liability insurance, including a broad form comprehensive general liability endorsement and coverage 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 Two Million and No/100 Dollars ($2,000,000.00) in the aggregate and One Million and No/100 Dollars ($1,000,000.00) per occurrence (and, if on a blanket policy, containing an “Aggregate Per Location” endorsement);

(iii)          umbrella or excess liability insurance in an amount not less than Five Million and No/100 Dollars ($5,000,000.00) per occurrence on terms consistent with the commercial general liability insurance policy required under subsection (ii) above;

(iv)          business interruption insurance in an amount equal to at least one hundred percent (100%) of the aggregate annual amount of all revenues generated from the Property, less non-continuing expenses, such business interruption insurance to cover losses of revenue for a period of at least one (1) year after the date of the fire or casualty in question. The amount of such business interruption insurance shall be determined prior to the date hereof and at least once each year thereafter based on Lender’s reasonable estimate of revenues from the operation of the Property, less non-continuing expenses, for the succeeding twelve (12) month period;

(v)          at all times during which structural construction, repairs or alterations are being made with respect to the Improvements, and only if the Property coverage forms do not otherwise apply: (a) Builder’s Risk “All Risk” insurance in such amount as Lender shall require, but excluding foundations and any other improvements not subject to physical damage) with no co-insurance or an agreed amount endorsement waiving co-insurance. Such policy shall be written on a Builder’s Risk Completed Value Form (100% non-reporting) or its equivalent and shall include, without limitation, permission to occupy completed units, coverage for loss by testing, materials in transit, materials in temporary storage, collapse, theft, terrorism, earth movement, windstorm and hail, and, 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 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, with a sublimit for earth movement and, if applicable, flood, in an amount approved by Lender; and (b) owner’s and contractor’s protective liability insurance covering claims not covered by or under the terms or provisions of the above mentioned commercial general liability insurance policy; and

(vi)          Insurance against loss or damage from explosion of steam boilers, air conditioning equipment, high pressure piping, machinery and equipment, pressure vessels or similar apparatus now or hereafter installed in the Improvements in an amount not less than their replacement cost as shall be reasonably required by Lender on terms consistent with the all-risk commercial property insurance policy required under this Section 9.1.

(b)           All policies of insurance (the “Policies”) required pursuant to this Section 3 (i) shall be issued by an insurer with at least an A/VIII rating by A.M. Best Company, (ii) without limiting the required endorsements to the Policies, shall contain a standard non-contributory Lender clause specifically referencing Lender under such clause as Thorofare Asset Based Lending REIT Fund V, LLC, its successors and assigns, as their interests may appear, (x) as an additional insured under all liability insurance policies excluding worker’s compensation policies, (y) as the first Lender on all property insurance policies, and (z) as the loss payee on all loss of rents or loss of business income insurance policies and, if applicable, flood insurance policies, (iii) shall be maintained throughout the term of the Loan at the sole cost and expense of Borrower without cost or expense to Lender, (iv) shall be delivered to Lender upon request (provided that Borrower may deliver copies of the Policies), (v) shall contain an endorsement or agreement by the insurer that any loss shall be payable to Lender in accordance with the terms of such policy notwithstanding any act or negligence of Borrower which might otherwise result in forfeiture of such insurance; (vi) shall waive all rights of subrogation against Lender; (vii) shall contain such commercially reasonable provisions as Lender deems reasonably necessary or desirable to protect its interest including, without limitation, endorsements providing that neither Borrower nor Lender nor any other party shall be a co-insurer under such Policies and that Lender shall receive at least thirty (30) days prior written notice of any modification or cancellation (or at least ten (10) days prior notice of cancellation for nonpayment of premiums) and (viii) shall otherwise be reasonably satisfactory in form and substance to Lender. Not later than ten (10) days prior to the expiration date of each of the Policies, Borrower will deliver to Lender satisfactory evidence of the renewal of each of the Policies. Lender acknowledges that all insurance coverages provided to Lender as of the date of this Agreement (and with respect to the Property) are satisfactory.

(c)            If any Individual Property shall be damaged or destroyed in and amount greater than $250,000.00, in whole or in part, by fire or other casualty, Borrower shall give prompt notice thereof to Lender following Borrower’s obtaining knowledge thereof and prior to the making of any repairs thereto, excepting Borrower may promptly or immediately commence any emergency repair work without such notice. Following the occurrence of fire or other casualty, Borrower shall promptly proceed with the repair, alteration, restoration, replacement or rebuilding of the affected Improvements as near as possible to their value, utility, condition and character prior to such damage or destruction. Such repairs, alterations, restoration, replacement and rebuilding are herein collectively referred to as the “Restoration.” The Restoration shall be performed in accordance with the terms and conditions of the applicable Lease and otherwise (to the extent not conflicting) in accordance with the following provisions:

(i)            Borrower shall procure, pay for and furnish to Lender true copies of all required governmental permits, certificates and approvals with respect to the Restoration.

(ii)           Borrower shall furnish Lender, within ninety (90) days of the casualty, evidence reasonably satisfactory to Lender of the estimated cost to complete the Restoration.

(iii)          If the Restoration involves material structural work or the estimated cost to complete the Restoration exceeds twenty percent (20%) of the Individual Loan Allocation, if reasonably requested by Lender, the Restoration shall be conducted under the supervision of an architect (the “Restoration Architect”) selected by Borrower and approved by Lender (which approval shall not be unreasonably withheld, conditioned or delayed), and no such Restoration shall be made except in accordance with detailed plans and specifications, detailed cost estimates and detailed work schedules approved by Lender (which approval shall not be unreasonably withheld, conditioned or delayed).

(iv)         If sufficient insurance proceeds (other than Borrower’s payment of its deductible) are not made available under the Policies for the Restoration, at the request of Lender, Borrower, before commencing any work, shall cause to be furnished to Lender such evidence that Borrower has access to funds that together with any insurance proceeds in connection with such casualty, are sufficient to complete the Restoration, as reasonably determined by Lender.

(v)          The Restoration shall be prosecuted to completion with all due diligence and in an expeditious and first-class workmanlike manner and in compliance in all material respects with all Laws and other governmental requirements, all permits, certificates and approvals, all requirements of fire underwriters and all insurance policies then in force with respect to the affected Individual Property.

(vi)         At all times when any work is in progress, Borrower shall maintain all insurance then required by law or customary with respect to such work, and, prior to the commencement of any work, upon request, shall furnish to Lender duplicate originals or certificates of the policies therefor.

(vii)         Upon completion of the Restoration, Borrower shall obtain (A) any occupancy permit required for the Improvements and (B) all other governmental permits, certificates and approvals and all permits which are required for or with respect to the Restoration and shall furnish true copies thereof to Lender.

(viii)       An Event of Default shall be deemed to have occurred under this Agreement if Borrower, after having commenced demolition or construction of any Improvements, shall permanently abandon such demolition or the construction work or shall fail to complete such demolition and construction within a reasonable time after the commencement thereof, subject to Lender making Insurance Proceeds available to Borrower as required hereunder and force majeure (such force majeure period not to exceed twelve (12) months).

(d)           If the insurance proceeds payable under the Policies or the costs of completing the Restoration are more than $1,000,000, Borrower and Lender shall jointly adjust and settle all insurance claims; otherwise, Borrower shall have the right to adjust and settle such claims. In the event of any insured loss, the payment for such loss shall be made directly to Borrower unless the insurance proceeds payable under the Policies for such loss are more than $1,000,000.00 in which case the payment for such loss shall be made directly to Lender. Any insurance proceeds under any of the Policies paid directly to Lender in accordance with the terms hereof may, at the option of Lender, be used in one or more of the following ways: (w) applied to the Indebtedness, whether such Indebtedness then be matured or unmatured (such application shall not be subject to the applicable yield maintenance premium and Exit Fee computed in accordance with the Note), (x) used to fulfill any of the covenants contained herein as Lender may determine, (y) used to replace or restore the property to a condition reasonably satisfactory to Lender, or (z) released to Borrower. Notwithstanding the foregoing, provided (1) the insurer does not deny liability to any named insured, (2) rental loss/business interruption insurance is available and in force and effect to offset in full any abatement of rent to which any tenant may be entitled as a result of such damage, destruction or loss, (3) the remaining Improvements at the affected Individual Property continue at all times to comply with all applicable building, zoning and other land use Laws, (4) in Lender’s reasonable judgment, the Restoration is practicable and can be completed at least six (6) months prior to the Maturity Date, (5) no tenant of the applicable Individual Property shall have terminated its Lease as a result of such casualty event, and (6) rebuilding of the affected Improvements to substantially identical size, condition and use as existed prior to the casualty is permitted by all applicable Laws, then all of such proceeds shall be used for Restoration, provided that the regular payments of interest required under the Note shall not be reduced or altered in any manner. In the event the above criteria are satisfied or Lender otherwise elects to allow the use of such proceeds for the Restoration, such proceeds shall be disbursed in accordance with the following provisions:

(i)            Each request for an advance of insurance proceeds shall be made on five (5) Business Days prior notice to Lender and shall be accompanied by a certificate of the Restoration Architect, if one be required under Section 9(c)(iii) above, otherwise by an authorized signatory, executive officer or managing general partner or managing member of Borrower, stating (1) that all work completed to date has been performed in compliance in all material respects with the approved plans and specifications and in accordance in all material respects with all provisions of law, (2) the sum requested is properly required to reimburse Borrower for payments by Borrower to, or is properly due to, the contractor, subcontractors, materialmen, laborers, engineers, architects or other persons rendering services or materials for the Restoration (giving a brief description of such services and materials), and that when added to all sums, if any, previously disbursed by Lender, does not exceed the value of the work done to the date of such certificate and (3) that the amount of such proceeds remaining in the hands of Lender will be sufficient on completion of the work to pay the same in full (giving, in such reasonable detail as Lender may require, an estimate of the cost of such completion).

(ii)           Each request for an advance of insurance proceeds shall, to the extent permitted under applicable law, be accompanied by conditional waivers of liens for work that exceeds $150,000 reasonably satisfactory to Lender covering that part of the Restoration previously paid for, if any, and by a search prepared by a title company or by other evidence reasonably satisfactory to Lender including without limitation a title endorsement reasonably satisfactory to Lender if available in the state where the applicable Individual Property is located, that there has not been filed with respect any mechanic’s lien or other lien or instrument and that there exist no encumbrances on or affecting the applicable Individual Property other than the Permitted Encumbrances or otherwise approved by Lender. In addition to the foregoing, the request for the final advance shall be accompanied by (1) any final occupancy permit or equivalent which may be required for the Improvements, (2) all other governmental permits, certificates and approvals and all other permits necessary for the occupancy and operation of the applicable Individual Property, and (3) final lien waivers from all contractors, subcontractors and materialmen for work that exceeds $150,000, which may be conditioned upon payment to such contractor, subcontractor or materialmen.

(iii)          No advance of insurance proceeds shall be made if there exists an uncured Event of Default under this Agreement.

(iv)         If the cost of the Restoration (as reasonably estimated by Lender) at any time shall exceed the amount of the insurance proceeds available therefor, Lender shall provide Borrower written notification thereof together with supporting documentation and insurance proceeds shall not be advanced until Borrower, before commencing the Restoration or continuing the Restoration, as the case may be, shall spend its own funds up to the deficiency before any portion of insurance proceeds are used, or shall deposit the full amount of the deficiency (or other assurances reasonably satisfactory to Lender) with Lender and the amount so deposited shall first be applied toward the cost of the Restoration before any portion of the insurance proceeds is disbursed for such purpose.

Upon completion of the Restoration and payment in full therefor, or upon failure on the part of Borrower promptly to commence or diligently to continue the Restoration, or at any time upon request by Borrower, Lender may apply the amount of any such proceeds then or thereafter in the hands of Lender to the payment of the Indebtedness; provided, however, that nothing herein contained shall prevent Lender from applying at any time the whole or any part of such proceeds to the curing of any Event of Default that has not been cured within the applicable cure period under this Agreement.

(e)            Insurance proceeds and any additional funds deposited by Borrower with Lender shall constitute additional security for the Indebtedness. Borrower shall execute, deliver, file and/or record, at its expense, such documents and instruments as Lender deems necessary or advisable to grant to Lender a perfected, first priority security interest in the insurance proceeds and such additional funds; provided that Borrower shall have no obligation to take any actions or execute any documents, which (i) increase Borrower’s or Guarantor’s obligations, (ii) diminish their respective rights, or (iii) otherwise adversely affect Borrower, Guarantor or any Affiliate of Borrower or Guarantor, except (in each case) to a de minimis extent. If Lender elects to have the insurance proceeds applied to Restoration in accordance with this Section 9.1, (i) the insurance proceeds shall disbursed in installments by Lender as described in Section 9.1(c), and (ii) all costs and expenses incurred by Lender in connection with the Restoration, including, without limitation, reasonable counsel fees and costs, shall be paid by Borrower.

9.2.          Condemnation. Borrower shall promptly give Lender written notice of the actual or threatened in writing commencement of any material condemnation or eminent domain proceeding and shall deliver to Lender copies of any and all papers served in connection with such proceedings. Following the occurrence of a material condemnation (for purposes of this section, it shall be reasonable for Lender to deem its security impaired if the loan to value ratio originally approved for the Loan is materially exceeded by the ratio of the then current principal balance of the Loan to the reduced value of the Property and Improvements), Borrower, so long as proceeds of an award are available therefor, shall promptly proceed to restore, repair, replace or rebuild the Improvements to the extent practicable to be of at least equal value and of substantially the same character as prior to such condemnation, all to be effected in accordance with applicable law. Notwithstanding any taking by any public or quasi-public authority through eminent domain 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 Indebtedness at the time and in the manner provided for its payment in the Note, in this Agreement and the other Loan Documents and the Indebtedness shall not be reduced until any award or payment therefor shall have been actually received after expenses of collection and applied by Lender to the discharge of the Indebtedness. Borrower shall cause the award or payment made in any condemnation or eminent domain proceeding, which is payable to Borrower, to be paid directly to Lender. Lender shall apply such award or payment (for purposes of this Section 9.2, the award or payment that may be made in any condemnation or eminent domain proceeding shall mean the entire award allocated to Borrower in any capacity) as required to be applied pursuant to the terms of the applicable Leases or otherwise Lender may, at Lender’s election, use the award in any one or more of the following ways: (a) apply any such award or payment to the discharge of the Indebtedness whether or not then due and payable (such application to be without application of any yield maintenance premium, prepayment penalty or Exit Fee), (b) use the same or any part thereof to fulfill any of the covenants contained herein as Lender may determine, (c) use the same or any part thereof to replace or restore the Property to a condition satisfactory to Lender, or (d) release the same to Borrower. If an Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such condemnation award or payment, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive said award or payment or a portion thereof sufficient to pay the Indebtedness.

ARTICLE 10.         MISCELLANEOUS

10.1.        Further Assurances; Authorization to File Documents. At any time, and from time to time, upon request by Lender, Borrower will, at Borrower’s expense, (a) correct any defect, error or omission which may be discovered in the form or content of any of the Loan Documents, and (b) make, execute, deliver and record, or cause to be made, executed, delivered and recorded, any and all further instruments, certificates and other documents as may be reasonably necessary or desirable in order to complete, perfect or continue and preserve any or all of the respective liens of the Loan Documents upon the Property encumbered thereby, or any portion thereof; provided, however, Borrower shall have no obligation to take any actions or execute any documents pursuant to this Section 10.1, which (i) increase Borrower’s or Guarantor’s obligations, (ii) diminish their respective rights, or (iii) otherwise adversely affect Borrower, Guarantor or any Affiliate of Borrower or Guarantor. Upon any failure by Borrower to do so within ten (10) Business Days following written notice from Lender, Lender may make, execute and record any and all such instruments, certificates and other documents for and in the name of Borrower, all at the sole expense of Borrower, and Borrower hereby appoints Lender the agent and attorney-in-fact of Borrower to do so, this appointment being coupled with an interest and being irrevocable. Without limitation of the foregoing, Borrower irrevocably authorizes Lender at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements deemed necessary or desirable by Lender to establish or maintain the validity, perfection and priority of the security interests granted in the Property, and Borrower ratifies any such filings made by Lender prior to the date hereof. In addition, at any time, and from time to time, upon request by Lender, Borrower will, at Borrower’s expense, provide any and all further instruments, certificates and other documents as may, in the reasonable opinion of Lender, be necessary or desirable in order to verify the Borrower’s identity and background in a manner reasonably satisfactory to Lender; provided, however, Borrower shall have no obligation to take any actions or execute any documents pursuant to this Section 10.1, which (i) increase Borrower’s or Guarantor’s obligations, (ii) diminish their respective rights, or (iii) otherwise adversely affect Borrower, Guarantor or any Affiliate of Borrower or Guarantor.

10.2.        No Warranty by Lender. By accepting or approving anything required to be observed, performed or fulfilled by Borrower or to be given to Lender pursuant to this Agreement, including any certificate, receipt, appraisal or insurance policy, Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof and any such acceptance or approval thereof shall not be or constitute any warranty or representation with respect thereto by Lender.

10.3.        Standard of Conduct of Lender. Except when a different standard is expressly set forth in the Loan Documents, nothing contained in this Agreement or any other Loan Document shall limit the right of Lender to exercise its business judgment or to act, in the context of the granting or withholding of any advance or consent under this Agreement or any other Loan Document, in a subjective manner, whether or not objectively reasonable under the circumstances, so long as Lender’s exercise of its business judgment and action is made or undertaken in good faith. Borrower and Lender intend by the foregoing to set forth and affirm their entire understanding with respect to the standard pursuant to which Lender’s duties and obligations are to be judged and the parameters within which Lender’s discretion may be exercised hereunder and under the other Loan Documents. As used herein, “good faith” means honesty in fact in the conduct and transaction concerned. Further and notwithstanding anything herein to the contrary, wherever in this Agreement there is a requirement for Lender’s consent and/or a document to be provided or an action taken “to the satisfaction of Lender”, except as otherwise expressly set forth herein, it is understood by such phrase that Lender shall exercise its consent, right or judgment in its sole and absolute discretion.

10.4.        No Partnership. Nothing contained in this Agreement shall be construed in a manner to create any relationship between Borrower and Lender other than the relationship of borrower and lender and Borrower and Lender shall not be considered partners or co-venturers for any purpose on account of this Agreement.

10.5.        Severability. In the event any one or more of the provisions of this Agreement or any of the other Loan Documents shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any other respect, or in the event any one or more of the provisions of any of the Loan Documents operates or would prospectively operate to invalidate this Agreement or any of the other Loan Documents, then and in either of those events, at the option of Lender, such provision or provisions only shall be deemed null and void and shall not affect the validity of the remaining Obligations, and the remaining provisions of the Loan Documents shall remain operative and in full force and effect and shall in no way be affected, prejudiced or disturbed thereby.

10.6.        Notices. All Notices required or which any party desires to give hereunder or under any other Loan Document shall be in writing, shall be addressed to a party as provided below, and shall be deemed given: (a) upon hand-delivery, receipt required, (b) upon delivery by Federal Express, UPS or other nationally recognized overnight courier service, receipt required, or (c) when transmitted by the sender and received by the recipient before 6:00 P.M. of the locality of the address of the notice on the date it is sent (and if sent after 6:00 P.M. of the locality of the recipient, then on the following Business Day) via e-mail. Notwithstanding the foregoing, no notice of change of address shall be effective except upon actual receipt. This Section shall not be construed in any way to affect or impair any waiver of notice or demand provided in this Agreement or in any other Loan Document or to require giving of notice or demand to or upon any Person in any situation or for any reason. Notices may be given hereunder by counsel to the respective parties with the same force and effect as if given by such party.

The address of Borrower is:

c/o Innovative Industrial Properties, Inc.

11440 West Bernardo Court, Suite 100

San Diego, CA 92127

Attention: David Smith and Kelly Spicher

Telephone: (858) 997-3332

Email: [email protected] and [email protected]

The address of Lender is:

Thorofare Asset Based Lending REIT Fund V, LLC

c/o Thorofare Capital

200 N Pacific Coast Highway, Suite 1850

El Segundo, California 90245

Attn: Kevin H. Miller and Brendan W. Miller

Phone No:             (213) 873-4000

E-mail:                    [email protected]; [email protected]

With a copy to:

Thorofare Capital

200 N Pacific Coast Highway, Suite 1850

El Segundo, California 90245

Attn: Robert J. Cooper, Esq.

Phone No:             (213) 873-4026

E-mail:                    [email protected]

10.7.        Permitted Successors and Assigns; Disclosure of Information.

(a)           Each and every one of the covenants, terms, provisions and conditions of this Agreement and the Loan Documents shall apply to, bind and inure to the benefit of Borrower, its successors and those assigns of Borrower consented to in writing by Lender or as otherwise permitted hereunder, and shall apply to, bind and inure to the benefit of Lender and the endorsees, transferees, successors and assigns of Lender, and all Persons claiming under or through any of them.

(b)           Borrower agrees not to transfer, assign, pledge or hypothecate any right or interest in any payment or advance due pursuant to this Agreement, or any of the other benefits of this Agreement, without the prior written consent of Lender, which consent may be withheld by Lender in its sole and absolute discretion. Any such transfer, assignment, pledge or hypothecation made or attempted by Borrower in violation of this Agreement without the prior written consent of Lender shall be void and of no effect. No consent by Lender to an assignment shall be deemed to be a waiver of the requirement of prior written consent by Lender with respect to each and every further assignment and as a condition precedent to the effectiveness of such assignment.

(c)            Without the approval of Borrower, Lender may (1) sell, assign, participate or transfer all or any portion of Lender’s interests in the Loan to one or more purchasers, assignees or participants, (2) bifurcate the Loan into a so-called “A/B” or other senior/junior structure (including a mortgage/mezzanine structure), and/or (3) finance (including, without limitation, in the form of repurchase financing) all or any portion of the interest of Lender (or of any assignee, transferee or participant) in the Loan with any Financing Counterparty (“Secondary Market Transaction”). Borrower shall reasonably cooperate in connection with any Secondary Market Transaction permitted pursuant to this Section 10.7(c) at no additional cost and expense to Borrower; provided, however, Borrower shall have no obligation to take any actions or execute any documents pursuant to this Section 10.7(c), which (i) increase Borrower’s or Guarantor’s obligations or liabilities, (ii) diminish Borrower’s or Guarantor’s respective rights, or (iii) otherwise adversely affect Borrower, Guarantor or any Affiliate of Borrower or Guarantor. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, Borrower or Guarantor, to any actual or prospective purchaser, assignee, participant or co-lender (subject, in each of the foregoing cases, to Lender’s receipt of a customary confidentiality agreement), to Lender’s Affiliates, to any regulatory body having jurisdiction over Lender, to its auditors and attorneys, or, subject to Lender’s receipt of a customary confidentiality agreement from such party, to any other party as necessary or appropriate in Lender’s reasonable judgment in connection with a Secondary Market Transaction.

(d)           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 the Loan, and no such counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon the Loan Documents and any such right to interpose or assert any such offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

10.8.        Modification; Waiver. None of the terms or provisions of this Agreement may be changed, waived, modified, discharged or terminated except by instrument in writing executed by the party or parties against whom enforcement of the change, waiver, modification, discharge or termination is asserted. None of the terms or provisions of this Agreement shall be deemed to have been abrogated or waived by reason of any failure or failures to enforce the same.

10.9.        Waiver of Notice. Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to the 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 Laws, 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 does not specifically and expressly provide for the giving of notice by Lender to Borrower.

10.10.       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’s remedies shall be limited to recovery of Borrower’s actual, direct damages resulting from such conduct, and/or injunctive or declaratory relief, but in no event shall Lender or its agents be liable for any consequential, special or punitive damages. Any action or proceeding to determine whether Lender has acted reasonably may be brought by Borrower seeking injunctive relief, declaratory judgment, and/or recovery of actual, direct damages, as applicable. Without limitation of the foregoing, Lender’s liability to Borrower in connection with the Loan, the Loan Documents and the Property, shall be limited to Lender’s interest in the Loan and the Property, except to the extent any loss arises from Lender’s gross negligence, illegal acts, fraud or willful misconduct.

10.11.      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 Indebtedness. 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.

10.12.      Third Parties; Benefit. All conditions to the obligation of Lender to make advances hereunder are imposed solely and exclusively for the benefit of Lender and its assigns and no other Persons 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 advances in the absence of strict compliance with any or all thereof and no other Person shall, under any circumstances, be deemed to be the beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender at any time in the sole and absolute exercise of its discretion. The terms and provisions of this Agreement are for the benefit of the parties hereto and, except as herein specifically provided, no other Person shall have any right or cause of action on account thereof.

10.13.      Rules of Construction. The words “hereof,” “herein,” “hereunder,” “hereto,” and other words of similar import refer to this Agreement in its entirety. The terms “agree” and “agreements” mean and include “covenant” and “covenants.” The words “include” and “including” shall be interpreted as if followed by the words “without limitation.” The captions and headings contained in this Agreement are included herein for convenience of reference only and shall not be considered a part hereof and are not in any way intended to define, limit or enlarge the terms hereof. All references (a) made in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders, (b) made in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular number as well, (c) to the Loan Documents are to the same as extended, amended, restated, supplemented or otherwise modified from time to time unless expressly indicated otherwise, and (d) to Articles, Sections and Schedules are to the respective Articles, Sections and Schedules contained in this Agreement unless expressly indicated otherwise.

10.14.      Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall together constitute one and the same instrument.

10.15.      Governing Law.

(a)            THE PARTIES AGREE THAT THE STATE OF NEW YORK HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS 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/OR 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.

(a)           EXCEPTIONS. NOTWITHSTANDING THE FOREGOING CHOICE OF LAW:

(i)            THE PROCEDURES GOVERNING THE ENFORCEMENT BY LENDER OF ITS FORECLOSURE AND OTHER REMEDIES AGAINST BORROWER UNDER THE APPLICABLE MORTGAGE AND UNDER THE OTHER LOAN DOCUMENTS WITH RESPECT TO AN INDIVIDUAL PROPERTY OR OTHER ASSETS OF BORROWER, INCLUDING BY WAY OF ILLUSTRATION, BUT NOT IN LIMITATION, ACTIONS FOR FORECLOSURE, FOR INJUNCTIVE RELIEF OR FOR THE APPOINTMENT OF A RECEIVER SHALL BE GOVERNED BY THE LAWS OF THE STATE WHERE SUCH INDIVIDUAL PROPERTY OR OTHER ASSETS ARE LOCATED;

(ii)           LENDER SHALL COMPLY WITH APPLICABLE LAW IN THE STATE WHERE THE APPLICABLE INDIVIDUAL PROPERTY OR OTHER ASSETS ARE LOCATED TO THE EXTENT REQUIRED BY THE LAW OF SUCH JURISDICTION IN CONNECTION WITH THE FORECLOSURE OF THE SECURITY INTERESTS AND LIENS CREATED UNDER THE APPLICABLE MORTGAGE AND THE OTHER LOAN DOCUMENTS WITH RESPECT TO THE PROPERTY OR OTHER ASSETS;

(iii)          PROVISIONS OF FEDERAL LAW AND THE LAW OF THE STATE WHERE THE APPLICABLE INDIVIDUAL PROPERTY IS LOCATED SHALL APPLY IN DEFINING THE TERMS HAZARDOUS SUBSTANCES, ENVIRONMENTAL LAWS AS SUCH TERMS ARE USED IN THIS LOAN AGREEMENT, AND THE OTHER LOAN DOCUMENTS, WITH RESPECT TO THE APPLICABLE INDIVIDUAL PROPERTY AND BORROWER; AND

(iv)          MATTERS OF REAL ESTATE, LANDLORD-TENANT AND PROPERTY LAW SHALL BE GOVERNED BY THE LAWS OF THE STATE WHERE THE APPLICABLE INDIVIDUAL PROPERTY IS SITUATED.

10.16.      Time of Essence. Time shall be of the essence for each and every provision of this Agreement of which time is an element.

10.17.      Electronic Transmission of Data. Lender and Borrower agree that certain data related to the Loan (including confidential information, documents, applications and reports) may be transmitted electronically, including transmission over the Internet. This data may be transmitted to, received from or circulated among agents and representatives of Borrower and/or Lender and their affiliates and other Persons involved with the subject matter of this Agreement. Borrower and Lender each acknowledges and agrees that (a) there are risks associated with the use of electronic transmission and that Lender nor Borrower controls the method of transmittal or service providers, (b) except as provided below, neither Lender nor Borrower shall be liable to the other for any indirect, incidental, special, or consequential damages arising out of such transmissions, and (c) Lender and Borrower will each use commercially reasonable efforts to maintain the security and confidentiality of data transmitted electronically. Notwithstanding anything to the contrary in this Agreement, the releases and limitations in this Section 10.17 shall not apply to the extent a claim, damage, or loss arises from (i) the gross negligence, illegal acts, fraud or willful misconduct of the other party, (ii) the other party’s breach of its confidentiality obligations under this Agreement or applicable law, or (iii) a failure by the other party to use commercially reasonable efforts to maintain the security of such transmissions as required herein.

10.18.      Certain Waivers by Borrower. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BORROWER WAIVES IN CONNECTION WITH THE LOAN AND EACH OF THE LOAN DOCUMENTS (I) THE RIGHT TO INTERPOSE ANY SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION (OTHER THAN A MANDATORY OR COMPULSORY COUNTERCLAIM), (II) ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE, AND (III) ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, BORROWER DOES NOT WAIVE (A) THE DEFENSE THAT AN ACTION ALLEGED BY LENDER DID NOT IN FACT OCCUR, (B) THE DEFENSE OF ACTUAL PAYMENT AND/OR PERFORMANCE OF ALL OR ANY PORTION OF THE OBLIGATIONS AND (C) THE DEFENSE OF NON-DELIVERY OF ANY DEMANDS REQUIRED TO BE MADE HEREUNDER OR UNDER THE LOAN DOCUMENTS.

10.19.      WAIVER OF JURY TRIAL. EACH OF BORROWER AND LENDER 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 EACH OF BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE OTHER PARTY.

10.20.      Venue. Each of Borrower and Lender hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the jurisdiction of any New York state court or any United States federal court sitting in the State of New York, in each case in the City of New York, Borough of Manhattan having jurisdiction over any Dispute. Borrower does hereby appoint Cogency Global, 122 East 42nd Street, 18th Floor, New York, NY 10168, as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any suit, action or proceeding in any federal or state court in New York, New York. Each of Borrower and Lender hereby irrevocably waives, to the fullest extent permitted by Law, any objection that such party may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum. Nothing herein shall affect the right of Lender to serve process in any manner permitted by Law or limit the right of Lender to bring proceedings against Borrower in any other court or jurisdiction.

10.21.      Costs of Enforcement. In the event (a) of any foreclosure or other remedial action is initiated by Lender upon the occurrence and during the continuance of an Event of Default, (b) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or Guarantor or an assignment by Borrower or Guarantor for benefit of its creditors, or (c) Lender exercises any of its other remedies under this Agreement or any of the other Loan Documents, Borrower shall be chargeable with and agrees to pay all costs of collection and defense, including reasonable attorneys’ fees and costs, incurred by Lender or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes, all of which shall be deemed part of the Indebtedness.

10.22.      Entire Agreement. The Loan Documents constitute the entire understanding and agreement between Borrower and Lender with respect to the transactions arising in connection with the Loan, and supersede all prior written or oral understandings and agreements between Borrower and Lender with respect to the matters addressed in the Loan Documents. In particular, and without limitation, the terms of any commitment by Lender to make the Loan are merged into the Loan Documents. Except as incorporated in writing into the Loan Documents, there are no representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in the Loan Documents. If there is any conflict between the terms, conditions and provisions of this Agreement and those of any other instrument or agreement, including any other Loan Document, the terms, conditions and provisions of this Agreement shall prevail.

10.23.      Joint and Several Liability. If more than one Person has executed this Agreement as “Borrower,” the representations, covenants, warranties and obligations of all such Persons hereunder shall be joint and several. Each entity that constitutes Borrower (for purposes of this Section 10.23 only, each a “Borrower” and collectively, “Borrowers”) acknowledges and agrees that it shall be jointly and severally liable for the Loan and all other Obligations arising under this Agreement and/or any of the other Loan Documents. In furtherance thereof, each Borrower acknowledges and agrees as follows:

(a)           For the purpose of implementing the joint borrower provisions of the Loan Documents, each Borrower hereby irrevocably appoints each other Borrower as its agent and attorney-in-fact for all purposes of the Loan Documents, including the giving and receiving of notices and other communications.

(b)          To induce Lender to make the Loan, and in consideration thereof, each Borrower hereby agrees to indemnify Lender against, and hold Lender harmless from, any and all liabilities, expenses, losses, damages and/or claims of damage or injury asserted against Lender by any Borrower or by any other Person arising from or incurred by reason of (i) reliance by Lender on any requests or instructions from any Borrower, or (ii) any other action taken by Lender in good faith with respect to this Agreement or the other Loan Documents; provided, that, such indemnification obligations shall not extend to Lender’s gross negligence or willful misconduct.

(c)           Each Borrower acknowledges that the liens and security interests created or granted herein and by the other Loan Documents will secure the Obligations of all Borrowers under the Loan Documents and, in full recognition of that fact, each Borrower consents and agrees that Lender may, at any time and from time to time, without notice or demand, and without affecting the enforceability or security hereof or of any other Loan Document:

(i)            agree with any Borrower to supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon;

(ii)           agree with any Borrower to supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder;

(iii)          accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof;

(iv)         accept partial payments on the Obligations;

(v)          receive and hold additional security or guaranties for the Obligations or any part thereof;

(vi)         release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any security for or guaranties of the Obligations, and apply any security and direct the order or manner of sale thereof as Lender, in its sole and absolute discretion may determine;

(vii)        release any Person or any guarantor from any personal liability with respect to the Obligations or any part thereof; or

(viii)       settle, release on terms satisfactory to Lender or by operation of applicable Laws or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any such security and bid and purchase at any sale; and consent to the merger, change or any other restructuring or termination of the corporate existence of any Borrower or any other Person, and correspondingly restructure the obligations of such Borrower or other Person, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower or the continuing existence of any lien or security interest hereunder, under any other Loan Document to which any Borrower is a party or the enforceability hereof or thereof with respect to all or any part of the Obligations.

(d)            Upon the occurrence of and during the continuance of any Event of Default, Lender may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy or security Lender at any time may have or hold in connection with the Obligations, and in collecting on the Loan it shall not be necessary for Lender to marshal assets in favor of any Borrower or any other Person or to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce this Agreement and the other Loan Documents. Each Borrower expressly waives any right to require Lender, in connection with Lender’s efforts to obtain repayment of the Loan and Other Obligations, to marshal assets in favor of any Borrower or any other Person or to proceed against any other Person or any collateral provided by any other Person, and agrees that Lender may proceed against any Persons and/or collateral in such order as it shall determine in its sole and absolute discretion in connection with Lender’s efforts to obtain repayment of the Loan and other Obligations. Lender may file a separate action or actions against each Borrower to enforce the Obligations, whether action is brought or prosecuted with respect to any other security or against any other Person, or whether any other Person is joined in any such action or actions. Each Borrower agrees that Lender, each Borrower and/or any other Person may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Agreement or the other Loan Documents. The rights of Lender hereunder and under the other Loan Documents shall be reinstated and revived, and the enforceability of this Agreement and the other Loan Documents shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender as a result of the bankruptcy, insolvency or reorganization of any Borrower or any other Person, or otherwise, all as though such amount had not been paid. The enforceability of this Agreement and the other Loan Documents at all times shall remain effective even though any or all Obligations, or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower or any other Person and whether or not any Borrower or any other Person shall have any personal liability with respect thereto. Each Borrower expressly waives any and all defenses to the enforcement of its Obligations under the Loan Documents now or hereafter arising or asserted by reason of (i) any disability or other defense of any Borrower or any other Person with respect to the Obligations, (ii) the unenforceability or invalidity of any security or guaranty for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other Person (other than by reason of the full and final payment and performance of all Obligations), (iv) any failure of Lender to marshal assets in favor of any of the Borrowers or any other Person, (v) any failure of Lender to give notice of sale or other disposition of any Collateral for the Obligations to any Borrower or to any other Person or any defect in any notice that may be given in connection with any such sale or disposition, (vi) any failure of Lender to comply in any non-material respect with applicable Laws in connection with the sale or other disposition of any collateral or other security for any Obligation, (vii) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or of any other Person or of any of the Obligations or any other security or guaranty therefor by operation of law or otherwise, (viii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (ix) any failure of Lender to file or enforce a claim in any bankruptcy or similar proceeding with respect to any Person, (x) the election by Lender, in any bankruptcy or similar proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (xi) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code except to the extent otherwise provided in this Agreement, (xii) any use of cash collateral under Section 363 of the Bankruptcy Code, (xiii) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy or similar proceeding of any Person, (xiv) the avoidance of any lien or security interest in favor of Lender securing the Obligations for any reason, or (xv) any bankruptcy or similar proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding.

(e)           Borrowers represent and warrant to Lender that they have established adequate means of obtaining from each other, on a continuing basis, financial and other information pertaining to their respective businesses, operations and condition (financial and otherwise) and their respective properties, and each now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the other and their respective properties. Each Borrower hereby expressly waives and relinquishes any duty on the part of Lender to disclose to such Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of the other Borrowers or the other Borrowers’ properties, whether now known or hereafter known by Lender during the life of this Agreement. With respect to any of the Obligations, Lender need not inquire into the powers of any Borrower or the officers, employees or other Persons acting or purporting to act on such Borrower’s behalf.

(f)           Without limiting the foregoing, or anything else contained in this Agreement, each Borrower waives all rights and defenses that it may have because the Obligations are secured by real property.

(i)            Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which any Borrower is a party, with respect to the Loan and all other Obligations, until the Obligations are paid and performed in full, each Borrower hereby subordinates to the claims of Lender under the Loan Documents any and all rights at law or in equity, to subrogation, to reimbursement, to exoneration, to contribution, to set-off, to any other rights and defenses available to it with respect to the other Borrowers and their successors and assigns (including any surety) and any other Person, or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker and which each of them may have or hereafter acquire against the other or any other Person in connection with or as a result of such Borrower’s execution, delivery and/or performance of this Agreement or any other Loan Document to which it is a party. Each Borrower agrees that it shall not have or assert any such rights against any other Borrower or any other Borrower’s successors and assigns or any other Person (including any surety), either directly or as an attempted set-off to any action commenced against such Borrower by any other Borrower (as borrower or in any other capacity) or any other Person until all the Obligations are paid and performed in full. Each Borrower hereby acknowledges and agrees that this subordination is intended to benefit Lender and shall not limit or otherwise affect any Borrower’s liability under this Agreement or any other Loan Document to which it is a party, or the enforceability hereof or thereof.

(g)           EACH BORROWER WARRANTS AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, WITH THE UNDERSTANDING THAT EVENTS GIVING RISE TO ANY DEFENSE WAIVED MAY DIMINISH, DESTROY OR OTHERWISE ADVERSELY AFFECT RIGHTS WHICH EACH OTHERWISE MAY HAVE AGAINST THE OTHER, AGAINST LENDER OR OTHERS, OR AGAINST ANY COLLATERAL. IF ANY OF THE WAIVERS OR CONSENTS HEREIN IS DETERMINED TO BE CONTRARY TO ANY APPLICABLE LAW OR PUBLIC POLICY, SUCH WAIVERS AND CONSENTS SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED BY LAW.

[Signatures on following page]

IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be executed as of the date first above written.

BORROWER:

IIP-OH 2 LLC, IIP-NJ 1 LLC, IIP-NY 2 LLC, IIP-FL 4 LLC, IIP-FL 2 LLC, IIP-MI 7 LLC, IIP-VA 1 LLC, and IIP-PA 5 LLC, each a Delaware limited liability company

By:	IIP Operating Partnership, LP,
	a Delaware limited partnership,
	its sole member

	By:	Innovative Industrial Properties, Inc.,
		a Delaware corporation,
		its sole general partner

		By:	/s/ David Smith
		Name:	David Smith
		Title:	Chief Financial Officer

Solely as to Section 2.5, Section 2.8 and Section 2.9 hereof, Sole Member joins in this Agreement:

IIP Operating Partnership, LP,

a Delaware limited partnership,

By:	Innovative Industrial Properties, Inc.,
	a Delaware corporation,
	its sole general partner

	By:	/s/ David Smith
	Name:	David Smith
	Title:	Chief Financial Officer

Signature Page to Loan Agreement (IIP Portfolio)

LENDER:

THOROFARE ASSET BASED LENDING REIT FUND V, LLC,

a Delaware limited liability company

By:	/s/ Christopher Vago
Name:	Christopher Vago
Title:	Authorized Signatory

SCHEDULE I

individual properties and INDIVIDUAL loan allocations

[Omitted.]

Exhibit A

organizational chart of borrower

[See attached]

Exhibit B

Approved Annual BudgetS - 2026

[See attached]

Exhibit 10.2

PROMISSORY NOTE

$56,500,000.00

May 5, 2026

FOR VALUE RECEIVED, and upon the terms and conditions set forth herein, IIP-OH 2 LLC, IIP-NJ 1 LLC, IIP-NY 2 LLC, IIP-FL 4 LLC, IIP-FL 2 LLC, IIP-MI 7 LLC, IIP-VA 1 LLC, and IIP-PA 5 LLC, each a Delaware limited liability company (“Borrower”), hereby promises to pay to Thorofare Asset Based LendinG REIT FUND V, llc, a Delaware limited liability company (together with its successors and assigns, “Lender”), the principal sum of FIFTY-SIX MILLION AND 00/100 DOLLARS ($56,500,000.00), or so much thereof as advanced pursuant to that certain Loan Agreement, dated the date hereof, between Borrower and Lender (as the same may be amended, modified, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), in lawful money of the United States of America, with interest thereon to be computed from the date of this Promissory Note (as the same may be amended, supplemented, restated, replaced or otherwise modified from time to time, this “Note”) at the Interest Rate (as defined below), and to be paid in accordance with the terms of this Note and the Loan Agreement. All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.

1.      INTEREST. Subject to the terms of Section 4 hereof, the term “Interest Rate” as used herein shall mean, with respect to any Interest Period, an interest rate per annum equal to the sum of Term SOFR plus the Spread. Interest shall be computed based on the daily rate produced assuming a three hundred sixty (360) day year, multiplied by the actual number of days elapsed during each Interest Period. Borrower understands and acknowledges that such interest accrual method results in more interest accruing on the Loan than if either a thirty (30) day month and a three hundred sixty (360) day year or the actual number of days and a three hundred sixty-five (365) day year were used to compute the accrual of interest on the Loan. In the event that a Benchmark Replacement with respect to Term SOFR is implemented, then all references in this Section 1 to Term SOFR shall be deemed references to such Benchmark Replacement.

As used herein, the following terms shall have the following meanings:

“Accelerated Due Date” has the meaning given to such term in Section 2.1(f) hereof.

“Adverse Tenancy Event” means, with respect to any tenant of an Individual Property, any of the following shall occur: (1) such tenant or its affiliate shall lose its license to operate a cannabis cultivation facility at the Property, beyond any applicable grace, cure or appeal period under applicable state and local laws; (2) such tenant gives Borrower written notice of its intent to vacate the Individual Property or otherwise vacates the Individual Property; (3) such tenant shall be more than thirty (30) days in arrears with respect to any of its monetary obligations under the Lease or otherwise in default of its material non-monetary obligations under its Lease beyond any applicable grace, notice and/or cure periods under its Lease; or (4) such tenant provides written notices of its terminaton of the Lease in accordance with any termination right provided therein.

“Benchmark” means, initially, Term SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Replacement” means the alternative set forth below determined by Lender in good faith to be consistent with the alternative that lenders providing or holding similar loans as of the Benchmark Replacement Date are or will be utilizing in replacement of the Benchmark, which alternative is generally being implemented by Lender and its Affiliates as a replacement to Term SOFR or the then-current Benchmark across their commercial real estate loan portfolio for similarly situated borrowers and loans:

(1)           the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment; or

(2)           the sum of: (a) the alternate rate of interest that has been selected by Lender as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment” means with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that was selected by Lender at the time of selecting or implementing a Benchmark Replacement giving due consideration to (i) any evolving or then-prevailing market or industry-accepted convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, and (ii) any selection or recommendation by the Relevant Governmental Body at such time for a spread adjustment or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated bilateral credit facilities secured by mortgages on commercial real estate assets at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, changes to the definition of “Corresponding Tenor” solely when such tenor is longer than the Interest Period and other administrative matters) that Lender reasonably decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if Lender reasonably decides that adoption of any portion of such market practice is not administratively feasible or if Lender reasonably determines that no market practice for use of the Benchmark Replacement exists, in such other manner as Lender determines is reasonably necessary).

“Benchmark Replacement Date” means the date specified by Lender in a notice sent to Borrower following a Benchmark Transition Event.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)           a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

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(2)           a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

(3)           a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

“Business Day” means any day other than a Saturday, Sunday or any other day on which national banks in New York, New York or Los Angeles are not open for business; provided that when used in connection with an amount that bears interest at a rate based on SOFR or any direct or indirect calculation or determination of SOFR, the “Business Day” means any such day that is also a U.S. Government Securities Business Day.

“Charges” shall have the meaning given to such term in Section 8.4 hereof.

“Corresponding Tenor” with respect to the Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark, or if the then current Benchmark is not a term rate, any payment period for interest calculated with reference to such Benchmark pursuant to this Note.

“Debt Yield” shall mean the ratio, expressed as a percentage, of (i) the Net Operating Income to (ii) the then Outstanding Principal Balance.

“Default Rate” shall have the meaning given to such term in Section 8.1.

“Exit Fee” shall have the meaning given to such term in Section 2.2(c) hereof.

“Extension Option” shall mean each of the First Extension Option or Second Extension Option, as applicable.

“Extension Fee” shall mean, in the case of each Extension Option, an amount equal to One Hundred Ninety-Seven Thousand Seven Hundred Fifty and 00/100 Dollars ($197,750.00).

“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“First Extended Maturity Date” shall have the meaning set forth for such term in Section 2.1(c) hereof.

“First Extension Option” shall have the meaning given to such term in Section 2.1(c) hereof.

“First Extension Term” shall have the meaning given to such term in Section 2.1(c) hereof.

“Floor” shall mean three hundred seventy-five basis points (3.75%) per annum.

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“Gross Revenues” means, for a particular period, all income derived on a cash basis from the ownership and operation of the Property from whatever source during such period, including, but not limited to, Rents from tenants, utility charges, escalations, forfeited security deposits, business interruption or other loss of income or rental insurance proceeds, service fees or charges, license fees, parking fees, rent concessions or credits, and other pass-through or reimbursements paid by Tenants under the Leases of any nature (including common area maintenance charges) but excluding (i) Rents from month-to-month tenants; (ii) Rents from tenants whose Leases expire within twelve (12) months following the date of determination of Gross Revenues, after giving effect to the exercise of any extension or renewal options thereunder; (iii) Rents from tenants that are not each of the following as of the date of determination: in occupancy and open for business; (iv) Rents from any tenant with respect to which Bankruptcy Action has occurred and is continuing; (v) Rents from any tenant that is in monetary default or material non-monetary default under the terms of its Lease beyond applicable grace and/or cure periods; (vi) sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority; (vii) refunds and uncollectible accounts; (viii) proceeds from the sale of furniture, fixtures and equipment; (ix) insurance proceeds and (other than business interruption or other loss of income insurance) and condemnation proceeds; and (x) any disbursements from any reserve or impound account held by Lender.

“Initial Interest Period” means the period commencing on the date hereof and ending on May 31, 2026.

“Initial Maturity Date” means May 5, 2029.

“Interest Period” shall mean (i) initially, the Initial Interest Period, and (ii) thereafter, for any specified Payment Date, the period commencing on and including the first (1^st) day of the calendar month immediately preceding the calendar month in which such Payment Date occurs and ending on and including the last day of the calendar month immediately preceding the calendar month in which such Payment Date occurs.

“Interest Rate” has the meaning given to such term in Section 1 hereof. In no event shall the Interest Rate ever be less than the sum of the Floor plus the Spread.

“Loan Amount” means Fifty-Six Million Five Hundred Thousand and 00/100 Dollars ($56,500,000.00).

“Loan Agreement” has the meaning set forth in the introductory paragraph of this Note.

“Loan Security Documents” shall have the meaning set forth in the Section 5 of this Note.

“Maturity Date” means the Initial Maturity Date, as the same may be extended pursuant to Section 2.1(c) and Section 2.1(d) of this Note.

“Maximum Lawful Rate” shall have the meaning given such term in Section 8.4 hereof.

“Minimum Interest Amount” has the meaning given to such term in Section 2.2(b) hereof.

“Minimum Interest Deficiency” has the meaning given to such term in Section 2.2(b) hereof.

“Monthly Payment Amount” shall mean the amount of interest which has accrued on the Outstanding Principal Balance during the related Interest Period, computed at the Interest Rate.

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“Net Operating Income” means the amount, if any, by which (A) Gross Revenues for the then mostly recently ended three (3) calendar month period, annualized (i.e., multiplied by four (4)), exceeds (B) Projected Operating Expenses for the twelve (12) month period immediately following such three (3) calendar month period.

“Permitted Partial Prepayments” shall mean (1) payments of the Outanding Principal Balance in connection with Partial Releases pursuant to Section 2.7 of the Loan Agreement and (2) prepayments of principal pursuant to Section 2.1(c)(iii), Section 2.1(c)(iv), and Section 2.1(c)(v) of this Note, and (3) prepayments of principal pursuant to Section 2.1(d)(iii), Section 2.1(d)(iv), and Section 2.1(d)(v) of this Note.

“Projected Operating Expenses” shall mean, for any particular, specified twelve (12) calendar month period, the total amount, as reasonably determined by Lender after giving good faith consideration to actual operating expenses incurred during Borrower’s period of ownership of the Property and Borrower’s own reasonable projections of such expenditures (as set forth in the Approved Annual Budget or as otherwise provided by Borrower to Lender), of all expenditures, of whatever kind relating to the operation, maintenance and management of the Property, which are anticipated to be incurred during such period, including without limitation, utilities, replacements, ordinary repairs and maintenance, insurance, license fees, Taxes, advertising expenses, property management fees, payroll and related taxes, computer processing charges, operational equipment or other lease payments, and other similar costs, but excluding tenant improvements and leasing commissions, any non-cash charges (including, without limitation, depreciation and amortization), debt service, expenditures capitalized under GAAP, any payment or expense for which Borrower was or is to be reimbursed from proceeds of the Loan or insurance or by any third party, federal, state or local income taxes or legal and other professional fees unrelated to the operation of the Property, and contributions to any reserve, escrow or impound accounts held by Lender pursuant to the Loan Agreement. For purposes of the determination of Projected Operating Expenses, customary and normal operating expenses (e.g., Taxes and insurance premiums) shall be normalized in a reasonable manner.

“Outstanding Principal Balance” shall mean, as of any date, the then outstanding principal balance of the Loan as to which interest is accruing thereon pursuant to the terms of the Loan Documents. As of the date hereof, the Outstanding Principal Balance is equal to the Loan Amount.

“Payment Date” shall mean July 1, 2026 and the first (1^st) day of each calendar month thereafter; subject to Section 13.2 herein.

“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Term SOFR, the time set forth in the definition of Term SOFR, and (2) if the Benchmark is not Term SOFR, the time determined by Lender in accordance with the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Second Extended Maturity Date” shall have the meaning set forth for such term in Section 2.1(d) hereof.

“Second Extension Option” shall have the meaning given to such term in Section 2.1(d) hereof.

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“Servicer” has the meaning given to such term in Section 11 hereof.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Lender in its good faith discretion).

“Spread” means five hundred basis points (5.00%) per annum.

“Term SOFR” means, with respect to each Interest Period, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Term SOFR Determination Date”) that is two (2) Business Days prior to the day on which such Interest Period commences, as such rate is published by the SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for a tenor of one month has not been published by the SOFR Administrator, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the SOFR Administrator on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the SOFR Administrator so long as such first preceding U.S. Government Security Business Day is not more than three (3) Business Days prior to such Term SOFR Determination Day; provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR for a tenor comparable to the applicable Interest Period.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday or Sunday or (b) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

2.      PAYMENT TERMS.

2.1.          Borrower agrees to pay sums under this Note as follows:

2.1.(a)           Initial Interest Period. On the date hereof, Borrower shall pay to Lender an amount equal to the interest that would accrue on the Outstanding Principal Balance from the date of this Note through the last calendar day of the Initial Interest Period.

2.1.(b)           Subsequent Interest Periods; Maturity Date. Except as may be adjusted in accordance with this Section 2.1(b), Borrower shall pay to Lender (i) on each Payment Date, the Monthly Payment Amount, and (ii) on the Maturity Date, the Outstanding Principal Balance, all accrued and unpaid interest and all other amounts then due and owing under the Loan Documents. For payments of accrued interest for partial months, the Monthly Payment Amount shall be adjusted to equal the pro rata amount for the number of days that interest has accrued during such partial month.

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2.1.(c)           First Extension Option. Borrower shall have the option (the “First Extension Option”) to extend the Initial Maturity Date for a period of twelve (12) months to May 5, 2030 (such date, the “First Extended Maturity Date” and such twelve (12) month period, the “First Extension Term”), provided that:

(i)             no Event of Default is continuing under the Loan Documents as of the Initial Maturity Date and Borrower shall have delivered written notice to Lender of Borrower’s desire to exercise the First Extension Option (the “First Extension Notice”) not less than forty-five (45) days prior to the Initial Maturity Date;

(ii)            On or prior to the Initial Maturity Date, Borrower shall have paid to Lender the Extension Fee and an extension processing fee equal to Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) (which fees shall be refunded to Borrower if, for any reason, Borrower revokes its notice of extension prior to the Initial Maturity Date or the Initial Maturity Date is otherwise not extended);

(iii)           the ratio (expressed as a percentage) of (A) the Outstanding Principal Balance as the date of the First Extension Notice to (B) the value of the Property (based upon the then current appraised valuation of the Property on an “as dark, as commercial” basis as evidenced by an MAI appraisal(s) or MAI appraisal update(s) obtained by Lender at Borrower’s sole cost and expense after the giving of the First Extension Notice) shall be equal to or less than eighty percent (80.00%), provided that Borrower shall have the right to prepay the Outstanding Principal Balance, effective as of the commencement of the First Extension Term, in an amount sufficient to cause such loan to value ratio to be equal to eighty percent (80.00%);

(iv)          the ratio (expressed as a percentage) of (A) the Outstanding Principal Balance as the date of the First Extension Notice to (B) the value of the Property (based upon the then current appraised valuation of the Property on an “as is, as leased” basis as evidenced by an MAI appraisal(s) or MAI appraisal update(s) obtained by Lender at Borrower’s sole cost and expense after the giving of the First Extension Notice) shall be equal to or less than twenty percent (20.00%), provided that Borrower shall have the right to prepay the Outstanding Principal Balance, effective as of the commencement of the First Extension Term, in an amount sufficient to cause such loan to value ratio to be equal to twenty percent (20.00%);

(v)           the Debt Yield shall be equal to or greater than fifty percent (50.0%); provided that Borrower shall have the right to prepay the Loan, effective as of the commencement of the First Extension Term, in an amount sufficient to cause the above referenced Debt Yield satisfied; and

(vi)          If the existing Interest Rate Cap Agreement is scheduled to expire prior to the First Extended Maturity Date, (A) Borrower shall obtain and deliver to Lender not later than three (3) Business Days prior to the Initial Maturity Date, one or more replacement Interest Rate Cap Agreements complying with the requirements of the Loan Agreement from an Approved Counterparty, which replacement Interest Rate Cap Agreement(s): (w) shall have a strike price equal to (or less than) six and 00/100 percent (6.00%), (x) shall be effective commencing on the first day of the First Extension Term, (y) shall have a notional amount equal to the then Outstanding Principal Balance (taking into account any payments theretofore or concurrently applied towards the Outstanding Principal Balance, including any payments made by Borrower pursuant to Section 2.1(c)(iii) Section 2.1(c)(iv) and Section 2.1(c)(v) above) and (z) shall have a maturity date no earlier than the First Extended Maturity Date and (B) Borrower shall deliver to Lender not later than three (3) Business Days prior to the Initial Maturity Date a collateral assignment of such replacement Interest Rate Cap Agreement(s) substantially in the form of the Assignment of Rate Cap executed and delivered in connection with the closing of the Loan.

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2.1.(d)           Second Extension Option. Borrower shall have the option (the “Second Extension Option”) to extend the First Extended Maturity Date for a period of twelve (12) months to May 5, 2031 (such date, the “Second Extended Maturity Date” and such twelve (12) month period, the “Second Extension Term”), provided that:

(i)             no Event of Default is continuing under the Loan Documents as of the First Extended Maturity Date and Borrower shall have delivered written notice to Lender of Borrower’s desire to exercise the Second Extension Option (the “Second Extension Notice”) not less than thirty (30) days prior to the First Extended Maturity Date;

(ii)            On or prior to the First Extended Maturity Date, Borrower shall have paid to Lender the Extension Fee and an extension processing fee equal to Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) (which fees shall be refunded to Borrower if, for any reason, Borrower revokes its notice of extension prior to the First Extended Maturity Date or the First Extended Maturity Date is otherwise not extended);

(iii)           the ratio (expressed as a percentage) of (A) the Outstanding Principal Balance as the date of the First Extension Notice to (B) the value of the Property (based upon the then current appraised valuation of the Property on an “as dark, as commercial” basis as evidenced by an MAI appraisal(s) or MAI appraisal update(s) obtained by Lender at Borrower’s sole cost and expense after the giving of the First Extension Notice) shall be equal to or less than eighty percent (80.00%), provided that Borrower shall have the right to prepay the Outstanding Principal Balance, effective as of the commencement of the First Extension Term, in an amount sufficient to cause the loan to value ratio to be equal to eighty percent (80.00%);

(iv)           the ratio (expressed as a percentage) of (A) the Outstanding Principal Balance as the date of the First Extension Notice to (B) the value of the Property (based upon the then current appraised valuation of the Property on an “as is, as leased” basis as evidenced by an MAI appraisal(s) or MAI appraisal update(s) obtained by Lender at Borrower’s sole cost and expense after the giving of the First Extension Notice) shall be equal to or less than twenty percent (20.00%), provided that Borrower shall have the right to prepay the Outstanding Principal Balance, effective as of the commencement of the First Extension Term, in an amount sufficient to cause such loan to value ratio to be equal to twenty percent (20.00%);

(v)            the Debt Yield shall be equal to or greater than fifty percent (50.0%); provided that Borrower shall have the right to prepay the Loan, effective as of the commencement of the Second Extension Term, in an amount sufficient to cause the above referenced Debt Yield satisfied; and

(vi)           If the existing Interest Rate Cap Agreement is scheduled to expire prior to the Second Extended Maturity Date, (A) Borrower shall obtain and deliver to Lender not later than three (3) Business Days prior to the First Extended Maturity Date, one or more replacement Interest Rate Cap Agreements complying with the requirements of the Loan Agreement from an Approved Counterparty, which replacement Interest Rate Cap Agreement(s): (w) shall have a strike price equal to (or less than) six and 00/100 percent (6.00%), (x) shall be effective commencing on the first day of the Second Extension Term, (y) shall have a notional amount equal to the then Outstanding Principal Balance (taking into account any payments theretofore or concurrently applied towards the Outstanding Principal Balance, including any payments made by Borrower pursuant to Section 2.1(d)(iii), Section 2.1(d)(iv) and Section 2.1(d)(v) above) and (z) shall have a maturity date no earlier than the Second Extended Maturity Date and (B) Borrower shall deliver to Lender not later than three (3) Business Days prior to the First Extended Maturity Date a collateral assignment of such replacement Interest Rate Cap Agreement(s) substantially in the form of the Assignment of Rate Cap executed and delivered in connection with the closing of the Loan.

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2.1.(e)           No Other Extensions. Except as expressly set forth in Section 2.1(c) and Section 2.1(d), Borrower shall have no option or right to extend the Maturity Date.

2.1.(f)            Payment Due at Maturity Date or Acceleration. All accrued and unpaid interest, the Outstanding Principal Balance and any other amounts due and payable under the Loan Documents are due and payable on the earlier to occur of (i) the Maturity Date, or (ii) such earlier date on which the Indebtedness becomes immediately due and payable hereunder as a result of the occurrence of an Event of Default (the “Accelerated Due Date”).

2.2.           Payment.

2.2.(a)           Prepayment. Upon not less than sixty (60) days prior written notice to Lender, Borrower shall have the right at any time to prepay in whole, but not part (except for Permitted Partial Prepayments), the entire outstanding Indebtedness. Such prepayment notice may be revoked, rescinded or rescheduled by Borrower on or before the then-scheduled date of prepayment (provided Borrower shall reimburse Lender for any out-of-pocket costs or expenses incurred with such revocation or rescheduling).

2.2.(b)           Minimum Interest Deficiency. If, at the time Borrower shall repay the Indebtedness in full, the total amount of interest (including interest accruing at the Default Rate) paid by Borrower to Lender (excluding, for the avoidance of doubt, the Origination Fee, Exit Fee and any other fee or charge paid by Borrower under the Loan Documents) pursuant to this Note is less than Five Million Twelve Thousand Four Hundred Thirteen and 00/100 Dollars ($5,012,413.00) (the amount of such deficiency, the “Minimum Interest Amount”), then Borrower shall pay to Lender at the time of such repayment an additional amount equal to the difference (if positive) between the Minimum Interest Amount and the total amount of interest so paid by Borrower (the “Minimum Interest Deficiency”). Further, notwithstanding anything to the contrary contained in this Note or the other Loan Documents, the Minimum Interest Deficiency shall not be payable by Borrower in connection with the repayment of the Indebtedness in full in connection with a casualty or condemnation event with respect to the Property (whether such repayment is made from Borrower’s funds, insurance proceeds, condemnation proceeds or otherwise).

2.2.(c)           Exit Fee. Upon any repayment of the Outstanding Principal Balance, Borrower shall pay to Lender an “Exit Fee” equal to one-half of one percent (0.50%) of the Outstanding Principal Balance being repaid. The Exit Fee shall apply regardless of whether an Event of Default exists and shall be payable concurrently with such repayment. .

2.2.(d)           Interest Through End of Interest Period. Without duplication of amounts payable by Borrower pursuant to Section 2.2(b) above, if any prepayment of the Loan is made by Borrower on a date following a Payment Date but prior to the end of an Interest Period, Borrower shall pay to Lender as a condition to such prepayment and in addition any other amounts set forth in Section 2.2, all interest which would have accrued on the then Outstanding Principal Balance through and including the last day of the Interest Period in which such prepayment occurs at the Interest Rate applicable to such Interest Period.

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2.3.           Required Principal Paydowns or Collateral Substitution. In the event that an Adverse Tenancy Event occurs with respect to any tenant of an Individual Property, then Borrower shall not be in default nor shall an Event of Default be deemed to have occurred hereunder as a result of such Adverse Tenancy Event, provided that Borrower shall, within ninety (90) Business Days following receipt of Lender’s written demand, either (1) make a principal payment equal to the Individual Loan Allocation for the affected Individual Property or (2) pledge to Lender as an additional “Individual Property” under the Loan Documents another real property leased to the operator of a cannabis cultivation facility that is indirectly owned by Guarantor and is of like kind and equal value acceptable to Lender (“Replacement Individual Property”) with a release of the affected Individual Property. The pledge of the Replacement Individual Property shall be subject to the satisfaction of the following conditions: (i) the ratio (expressed as a percentage) of (A) the Outstanding Principal Balance (inclusive of the Individual Loan Allocation for the Remaining Individual Property) to (B) the value of the Property inclusive of the Replacement Individual Property (based upon the then current appraised valuation of the Property and Replacement Individual Property on an “as is, as leased” basis as evidenced by an MAI appraisal(s) or MAI appraisal update(s) obtained by Lender at Borrower’s sole cost and expense after the giving of the First Extension Notice) shall be equal to or less than twenty percent (20.0%), (ii) the ratio (expressed as a percentage) of (A) the Outstanding Principal Balance (inclusive of the Individual Loan Allocation for the Remaining Individual Property) to (B) the value of the Property inclusive of the Replacement Individual Property (based upon the then current appraised valuation of the Property and the Replacement Individual Property on an “as dark, as commercial” basis as evidenced by an MAI appraisal(s) or MAI appraisal update(s) obtained by Lender at Borrower’s sole cost and expense after the giving of the First Extension Notice) shall be equal to or less than eighty percent (80.0%), (iii) Borrower shall have entered into such amendments to the Loan Documents (including a mortgage/deed of trust for the Replacement Individual Property) as Lender shall require in its good faith discretion subject to Borrower’s reasonable comments thereto, (iv) Borrower shall have provided to Lender organizational documentation for the new borrower in form and substance reasonably acceptable to Lender, (v) Borrower shall have paid any and all closing costs and expenses, legal fees, title costs and other customary costs incurred by Lender or as are otherwise required to include the Replacement Individual Property as an “Individual Property” hereunder and (vi) Borrower shall have paid to Lender a fee in an amount equal to 0.50% of the Individual Loan Allocation for the Replacement Individual Property.

3.      DETERMINATION OF INTEREST RATE. Lender does not warrant or accept responsibility for, and shall not have any liability with respect to (i) the continuation of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. Lender and its affiliates or other related entities may engage in transactions that affect the calculation of the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. Lender may select information sources or services in its good faith and commercially reasonable discretion to ascertain the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Note, in which case Lender shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service; provided that such calculation was made in good faith and in a commercially reasonable manner consistent with market practice.

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4.       EFFECT OF BENCHMARK TRANSITION EVENT.

4.1.          Benchmark Replacement. If Lender determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then current Benchmark for all purposes relating to this Note in respect of such determination on such date and all determinations on all subsequent dates.

4.2.          Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, Lender will have the right to make Benchmark Replacement Conforming Changes from time to time.

4.3.          Decisions and Determinations. Lender will promptly notify Borrower in writing of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by Lender pursuant to this Section titled “Effect of Benchmark Transition Event,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be made in Lender’s good faith discretion, and, notwithstanding anything to the contrary in this Note and the other Loan Documents, shall become effective without consent from Borrower or any other party (absent manifest error) if so made by Lender in its good faith discretion, and provided, further, however, that any decision, determination or implementation made by Lender pursuant to this Section 4 must be applied consistently across Lender’s portfolio of floating rate commercial mortgage loans.

5.       LOAN SECURITY DOCUMENTS. This Note is secured by the Security Instrument and any other Loan Documents that provide for or perfect a security interest in favor of Lender (collectively, the “Loan Security Documents”). However, the obligations of Guarantor pursuant to the Guaranty and the obligations of Borrower and Guarantor under the Environmental Indemnity are not secured by the Loan Security Documents.

6.      APPLICATION OF PAYMENTS. If an Event of Default shall occur and be continuing, Lender shall have the right, in its sole and absolute discretion, to apply each Monthly Payment Amount (or any portion thereof) or any other payment received by Borrower to all or any portion of the Indebtedness in such order, priority and amounts as Lender shall determine in its sole and absolute discretion and without prejudice to the exercise of any rights or remedies of Lender. During the continuance of an Event of Default, the designation or allocation by Borrower of the disposition or allocation of any payments made will not be binding upon Lender.

7.      DEFAULT AND ACCELERATION.

7.1.          It is hereby expressly agreed that (i) the whole of the existing principal balance of this Note, (ii) interest, default interest, late charges, fees and other sums, as provided in this Note, (iii) all other monies agreed or provided to be paid by Borrower in this Note, the Loan Agreement or the other Loan Documents, (iv) all sums advanced pursuant to this Note, the Loan Agreement and the other Loan Documents, and (v) all costs and expenses actually and reasonably incurred by Lender in connection with the enforcement of Borrower's obligation to pay Indebtedness or any part thereof, any renewal, extension, or change of or substitution for the Indebtedness or any part thereof, or the acquisition or perfection of the security granted pursuant to the Loan Documents, whether made or incurred at the request of Borrower or Lender (the sums referred to in (i) through (v) above shall collectively be referred to as the “Indebtedness”) shall, WITH WRITTEN NOTICE TO BORROWER (OR WITHOUT WRITTEN NOTICE IN THE CASE OF AN EVENT OF DEFAULT UNDER SECTION 7.5 OR SECTION 7.6 OF THE LOAN AGREEMENT AS TO WHICH ACCELERATION OF THE INDEBTEDNESS IS AUTOMATIC), become immediately due and payable at the option of the holder of this Note upon the occurrence and during the continuance of an Event of Default.

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7.2.          During the continuance of an Event of Default, Lender may accept any payments from Borrower without prejudice to the rights and remedies of Lender provided herein, in the Loan Documents or otherwise at law or in equity.

8.       DEFAULT INTEREST/LATE CHARGES.

8.1.          Upon the occurrence and during the continuance of an Event of Default, then, from and after the date of the occurrence of the Event of Default until the earlier of the date upon which the Event of Default is cured (or waived in a writing executed by Lender) or the date upon which the Indebtedness is paid in full, interest shall accrue on the entire outstanding principal balance of the Loan at a rate equal to the lesser of (a) the Interest Rate plus five percent (5.00%) or (b) the highest rate permitted by law, computed from the date of occurrence of the Event of Default (the “Default Rate”). Interest calculated at the Default Rate shall be added to the Indebtedness, and shall be deemed secured by the Loan Documents. This clause, however, shall not be construed as an agreement or privilege to extend the date of the payment of the Indebtedness nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default.

8.2.          If any payment (or part thereof) provided for herein (other than the payment of principal on the Maturity Date or the Accelerated Due Date) shall not be made within ten (10) days following the date such payment (or portion thereof) is due, a late charge of five percent (5.00%) of the amount so overdue shall become immediately due and payable to the Lender as liquidated damages for failure to make prompt payment and the same shall be secured by the Loan Documents. Nothing herein is intended to or shall extend the due dates set forth for payments under this Note. Such late charges may be charged repeatedly, however, said late fee shall not be compounded on prior late fees. Borrower acknowledges and agrees that the imposition of a late fee(s) pursuant to this Section 8.2 is not a penalty, but is a material inducement for Lender to make the Loan and represents a fair and equitable allocation of risk and loss to Lender in the event Borrower shall not make timely payments, including, without limitation, administrative costs incurred by Lender as a result of such non-payment, loss of Lender’s use of funds for reinvestment, an inability of Lender to repay its direct and indirect members and partners on a timely and complete basis, an inability of Lender to repay, and borrow from, its lenders and other financing counterparties, and reputational risk incurred by Lender.

8.3.          Should the Indebtedness or any part thereof be collected at law or in equity, or in bankruptcy, receivership or any collected at law or in equity or any other court proceeding (whether at the trial or appellate level), or should this Note be placed in the hands of attorneys for collection under default, Borrower agrees to pay, in addition to the principal, any late payment charge and interest due and payable hereunder, all reasonable out-of-pocket costs of collecting or attempting to collect the Indebtedness, including reasonable attorneys' fees and expenses and court costs, regardless of whether any legal proceeding is commenced hereunder, together with interest thereon at the Default Rate from the date paid or incurred by Lender until such expenses are paid by Borrower.

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8.4.          It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply strictly with the applicable New York laws governing the maximum rate or amount of interest payable on this Note (or applicable United States federal law to the extent that it permits the Lender to contract for, charge, take, reserve or receive a greater amount of interest than under New York law). Notwithstanding anything heretofore set forth to the contrary, in no event shall any interest payable under this Note or any of the other Loan Documents exceed the maximum interest rate permitted under applicable law or the rate that could subject Lender to either civil or criminal liability as a result of being in excess of the maximum interest rate that Borrower is permitted by applicable law to contract or agree to pay or that Lender is permitted by applicable law to contract for, charge, take, reserve or receive. If by the terms of this Note or the other Loan Documents, or if the applicable law is ever judicially interpreted so as to render usurious any amount: (i) contracted for, charged, taken, reserved or received pursuant to this Note or any of the other Loan Documents, or any other communication or writing by or between Borrower and Lender related to this Note or such other Loan Documents; (ii) contracted for, charged or received by reason of Lender’s exercise of the option to accelerate the maturity of this Note or the Indebtedness; or (iii) Borrower will have paid or Lender will have received by reason of any voluntary prepayment by Borrower under this Note and the other Loan Documents, then it is Borrower’s and Lender’s express intent that all amounts charged in excess of the Maximum Lawful Rate shall be automatically cancelled, ab initio, and all amounts in excess of the Maximum Lawful Rate theretofore collected by Lender shall be credited on the principal balance of this Note (or, if this Note has been or would thereby be paid in full, refunded to Borrower), and the provisions of this Note immediately be deemed reformed, the interest rate hereinabove set forth or the Default Rate, as the case may be, shall be deemed to be immediately reduced to such Maximum Lawful Rate and all previous payments in excess of the Maximum Lawful Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder, and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if this Note has been paid in full before the Maturity Date, then Borrower and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Lawful Rate, refund such excess interest to Borrower. All sums paid or agreed to be paid to, or contracted for, charged, taken, received or reserved by, Lender for the use, forbearance, or detention of the Indebtedness, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of this Note until payment in full so that the rate or amount of interest on account of the Indebtedness does not exceed the maximum lawful rate of interest from time to time in effect and applicable to the Indebtedness, which may be contracted for, charged, taken, received or reserved by Lender in accordance with the applicable laws of New York (or applicable United States federal law to the extent that it permits Lender to contract for, charge, take, receive or reserve a greater amount of interest than under New York law), taking into account all Charges (hereinafter defined) made in connection with the transaction evidenced by this Note and the other Loan Documents (the “Maximum Lawful Rate”), for so long as the Indebtedness is outstanding. As used herein, the term “Charges” shall mean all fees, charges and/or any other things of value, if any, contracted for, charged, received, taken or reserved by Lender in connection with the transactions relating to this Note and the other Loan Documents, which are treated as interest under applicable law. Borrower agrees to an effective rate of interest that is the sum of the rate stated herein plus any additional rate of interest resulting from any other charges in the nature of interest paid or to be paid by or on behalf of Borrower, or any benefit received or to be received by Lender, in connection with this Note, so long as such interest does not exceed the Maximum Lawful Rate. Lender and Borrower agree that none of the terms and provisions contained herein or in any of the Loan Documents shall be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of New York.

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9.           WAIVERS.

9.1.          To the maximum extent permitted by applicable law, Borrower and all parties who may become eligible for the payment of all or any part of the Indebtedness, whether principal, surety, guarantor, pledgor, or endorser, hereby waive demand, notice of demand, presentment for payment, notice of intent to accelerate maturity, notice of acceleration of maturity, notice of dishonor, protest, notice of protest and non-payment and all other notices of any kind, except for notices expressly provided for in this Note, the Loan Agreement or the other Loan Documents.

9.2.          The liability of Borrower or endorser shall be unconditional and shall not be in any manner affected by any indulgence whatsoever granted or consented to by Lender, including, but not limited to any extension of time, renewal, waiver or other modification. No release of any security for the Indebtedness or extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note or any other Loan Document made by agreement of Lender or any other Person shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower or any other Person who may become liable for the payment of all or any part of the Indebtedness under this Note except as may be expressly stated or provided in any such extension, renewal, waiver or other modification.

9.3.          No notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right of Lender to take further action without further notice or demand on Borrower as provided for in this Note. Any failure of Lender to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time and from time to time thereafter. Lender may accept late payment, or partial payment, even though marked “payment in full” or containing words of similar import or other conditions, without waiving any of its rights. No amendment, modification or waiver of any provision of this Note nor consent to any departure by Borrower therefrom shall be effective, irrespective of any course of dealing, unless the same shall be in writing and signed by Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

10.           NOTICES. All notices to be given pursuant to this Note shall be in writing and given in accordance with Section 10.6 of the Loan Agreement.

11.           SERVICER. Lender may, from time to time, appoint a servicer (the “Servicer”) to administer the Loan, which Servicer shall have the power and authority to exercise all of the rights and remedies of Lender and to act as agent of Lender hereunder. The initially appointed Servicer is Situs AMC. With respect to such Servicer, Borrower shall be responsible solely for (a) the payment of a one-time servicing set-up fee equal to $3,000.00 at the closing of the Loan, and (b) payment on each Payment Date during the term of the Loan of a monthly servicing fee in the amount of $1,995.00.

12.           MISCELLANEOUS.

12.1.        Time is of the essence with respect to all provisions of this Note and the payment and performance of all of the obligations of Borrower hereunder.

12.2.        If any payment to be made by Borrower shall otherwise become due on a day other than a Business Day, such payment shall be made on the first day prior thereto which is a Business Day.

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12.3.        Borrower represents that it has full power, authority and legal right to execute and deliver this Note, has duly executed and delivered this Note, and this Note constitutes the valid and legally binding obligation of Borrower and is fully enforceable against Borrower in accordance with its terms, except to the extent that such enforceability may be limited by judicial discretion, equitable limitations and applicable bankruptcy, insolvency, receivership, conservatorship, reorganization or other similar laws relating to or affecting the rights and remedies of creditors.

12.4.        This Note cannot be changed, modified, amended, waived, extended, discharged or terminated orally or by estoppel or waiver, regardless of any claimed partial performance referable thereto, or by any alleged oral modification or by any act or failure to act on the part of Borrower or Lender.

12.5.        Titles of articles and sections are for convenience only and in no way define, limit, amplify or describe the scope or intent of any provision hereof.

12.6.        If any paragraph, clause or provision of this Note is construed or interpreted by a court of competent jurisdiction to be void, invalid or unenforceable, such voidness, invalidity or unenforceability will not affect the remaining paragraphs, clauses and provisions of this Note, which shall nevertheless be binding upon the parties hereto with the same effect as though the void or unenforceable part had been severed and deleted.

12.7.         The terms and provision of this Note shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns, whether by voluntary action of the parties or by operation of law.

12.8.        All the terms and words used in this Note, regardless of the number and gender in which they are used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context or sense of this Note or any paragraph or clause herein may require, the same as if such work had been fully and properly written in the correct number and gender.

12.9.        This Note shall be governed by and construed in accordance with the provisions of Section 10.15 of the Loan Agreement.

12.10.      Oral Agreements Ineffective. THIS NOTE, the loan agreement AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES, AND THIS note MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

12.11.      Borrower hereby warrants, represents, and covenants that all funds disbursed hereunder are for, and shall be in connection with business or commercial purposes and that no funds disbursed hereunder are for, or shall be used in connection with personal, family, or household purposes.

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12.12       The words "execution," "signed," "signature," and words of similar import in the Note shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity and enforceability as manually executed signatures or a paper-based record-keeping system, as the case may be, to the extent and as provided for under applicable law, including the New York Electronic Signatures and Records Act (N.Y. Tech. §§ 301 to 309) as amended from time to time.

12.13       Borrower agrees that this Note is a negotiable instrument, even though this Note, absent this paragraph, may not otherwise qualify as a negotiable instrument under New York law.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK – SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the undersigned have executed the foregoing instrument as of the date first above written.

BORROWER:

IIP-OH 2 LLC, IIP-NJ 1 LLC, IIP-NY 2 LLC, IIP-FL 4 LLC, IIP-FL 2 LLC, IIP-MI 7 LLC, IIP-VA 1 LLC, and IIP-PA 5 LLC, each a Delaware limited liability company

By:	IIP Operating Partnership, LP,
	a Delaware limited partnership,
	its sole member

	By:	Innovative Industrial Properties, Inc.,
		a Delaware corporation,
		its sole general partner

		By:	/s/ David Smith
		Name:	David Smith
		Title:	Chief Financial Officer

Signature Page – Promissory Note (IIPR Portfolio)

Exhibit 10.3

PLEDGE AND SECURITY AGREEMENT

(INTERESTS IN BORROWERS)

This PLEDGE AND SECURITY AGREEMENT (INTERESTS IN BORROWERS) (this “Agreement”), is made as of May 5, 2026, by IIP Operating Partnership, LP, a Delaware limited partnership, for the benefit of THOROFARE ASSET BASED LENDING REIT FUND V, LLC, a Delaware limited liability company (together with its successors and assigns, collectively, “Lender”).

RECITALS

A.            Pledgor is the sole member of each of IIP-OH 2 LLC, IIP-NJ 1 LLC, IIP-NY 2 LLC, IIP-FL 4 LLC, IIP-FL 2 LLC, IIP-MI 7 LLC, IIP-VA 1 LLC, and IIP-PA 5 LLC, each a Delaware limited liability company (individually a “Borrower” and collectively “Borrowers”).

B.            Pledgor owns 100% of the limited liability company interests in each Borrower as the sole member thereof.

C.            Subject to the terms and conditions set forth in that certain Promissory Note, of even date herewith, made by Borrowers to Lender (the “Note”), Borrowers have obtained a loan in the principal amount of Fifty-Six Million Five Hundred Thousand and 00/100 Dollars ($56,500,000.00) (the “Loan”), which Loan is governed by the terms and conditions of, among other documents, that certain Loan Agreement, of even date herewith, between Borrowers, on the one hand, and Lender, on the other hand (the “Loan Agreement”).

D.            Lender has required, as a condition to providing such Loan, Pledgor enter into this Agreement, and Pledgor and Lender intend that the Pledged Collateral (as defined herein) shall constitute collateral for the Loan.

NOW, THEREFORE, for in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which being hereby acknowledged, Pledgor agrees as follows to and for the benefit of Lender:

Section 1. Definitions.

Section 1.1             Certain Definitions. Any capitalized term not defined herein but defined in the Note shall have the same meaning herein set forth in the Loan Agreement. In addition, the following terms used in this Agreement shall have the following meanings:

(i)            “Borrower Direction” has the meaning set forth in Section 8.1(iii).

(ii)           “Borrower Organizational Documents” means, with respect to each Borrower, the agreements and instruments listed on Exhibit A hereto with respect to such Borrower, as each of the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time.

(iii)          “Event of Default” has the meaning set forth in Section 7.1.

(iv)          “Exercise Date” means the date upon which Lender shall have delivered the Exercise Notice to Pledgor and Borrowers.

(v)           “Exercise Notice” means, following the occurrence of an Event of Default, a notice from Lender to Borrowers and Pledgor that Lender has terminated Pledgor’s right to exercise the Voting Rights.

(vi)          “Loan Party” means each Borrower, Guarantor and Pledgor.

(vii)         “No-Action Letters” shall mean various No-Action Letters issued by the SEC staff as described in Section 8.2(b) below.

(viii)        “Obligor” shall mean and include each Borrower, Guarantor, Pledgor and each other Person being obligated in any manner whatsoever for the payment or performance of, giving security for, or otherwise liable with respect to, the Obligations.

(ix)           “Pledged Collateral” shall mean, with respect to a Borrower, all of Pledgor’s right, title and interest, whether now owned or hereafter acquired, whether direct or indirect, whether legal, beneficial or economic, whether fixed or contingent, whether arising under the Borrower Organizational Documents of such Borrower, under applicable Law or otherwise in and to (A) any other rights to participate in the equity of such Borrower, Pledgor’s share of the profits, losses and capital of such Borrower, Pledgor’s Voting Rights and all of Pledgor’s rights in, to and under the Borrower Organizational Documents of such Borrower, including any purchase option, right of first refusal, right of first offer and buy/sell right; (B) any other membership and other interest in and to such Borrower or any successors thereto; (C) all of Pledgor’s interest in the capital of such Borrower and Pledgor’s interest in all profits and distributions to which Pledgor shall at any time be entitled in respect of such Pledged Collateral or any other interest in such Borrower owned by Pledgor; (D) all proceeds (including claims against third parties), products, offspring, rents, revenues, issues, profits, royalties, income, benefits, additions and accessions to or of any of the foregoing; (E) other payments, if any, due or to become due to Pledgor in respect of the Pledged Collateral, whether as contractual obligations, damages, insurance proceeds or otherwise; (F) in all books and records (in whatever form or media, including without limitation computerized records, software and disks) relating to any of the foregoing; (G) in all additions to, accessions to, replacements and substitutions of or for any of the foregoing; and (H) in all documents, instruments, certificates, agreements or other evidence of any of the foregoing, whether or not in written form and whether heretofore or hereafter in existence or acquired.

(x)            “Release Condition” has the meaning set forth in Section 9.1.

(xi)           “SEC” shall mean the United States Securities and Exchange Commission.

(xii)          “Securities Act” shall mean the Securities Act of 1933, as it may be amended from time to time.

(xiii)         “Securities Laws” shall mean the Securities Act and other applicable federal, state and local securities laws, rules and regulations.

(xiv)        “Successful Bidder” has the meaning set forth in Section 8.1(iii).

(xv)         “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the State of New York, as amended, modified, revised or restated from time to time; provided, that if, by reason of mandatory provisions of law, the validity or perfection of Lender’s security interest in the Pledged Collateral or any part thereof is governed by the Uniform Commercial Code or other similar law as in effect in a jurisdiction other than New York, the “UCC” means the Uniform Commercial Code or such similar law as in effect in such other jurisdiction for purposes of the provisions hereof relating to such validity or perfection.

(xvi)        “Voting Rights” means, with respect to a Borrower, (A) all of Pledgor’s rights under the Borrower Organizational Documents of such Borrower and other governing documents of such Borrower and under applicable Law to vote and give approvals, consents, decisions and directions and to exercise any other similar right in respect of the Pledged Collateral and/or the business and affairs of such Borrower and otherwise to participate in the operation and management of such Borrower; and (B) Pledgor’s rights as the sole member of such Borrower, to manage such Borrower’s affairs (including, without limitation, the power to sell, mortgage or otherwise deal with such Borrower’s property, including, without limitation, its Individual Property), to make determinations, to exercise any election (including, but not limited to, election of remedies, the filing of any petition for reorganization or dissolution of such Borrower, and the exercise of such Borrower’s rights as debtor-in-possession in the event such Borrower files a petition under Title 11 of the United States Code) or option or to give or receive any notice, consent, amendment, waiver or approval; together with full power and authority to demand, receive, enforce, execute, endorse or cash any checks or other payments, or other instruments or orders, to file any claims and to take any action necessary or advisable in connection with any of the foregoing including the power to remove directors.

Section 2.              Pledge.

Section 2.1             Pledged Collateral. As additional collateral and security for the timely payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, Pledgor hereby irrevocably grants, delivers, pledges, assigns, hypothecates and transfers to Lender, and hereby grants to Lender a continuing security interest in, and lien on, the Pledged Collateral, including the Voting Rights.

Section 2.2             Pledgor’s Exercise of Voting Rights. Notwithstanding Section 2.1, prior to the Exercise Date, Pledgor may continue to exercise the Voting Rights, subject to the terms and restrictions set forth in the Loan Documents. From and after the Exercise Date, Lender shall have the exclusive right to exercise all Voting Rights and to vote or consent, or otherwise take action, with respect to the Pledged Collateral so long as any Event of Default continues to exist. Pledgor hereby grants to Lender an irrevocable proxy and power of attorney to exercise all Voting Rights and to vote the Pledged Collateral, which proxy and power of attorney shall be effective immediately upon the occurrence of the Exercise Date, and, upon request of Lender, Pledgor agrees to deliver to Lender such further evidence of such irrevocable proxy or power of attorney or such further irrevocable proxy and power of attorney to vote the Pledged Collateral as Lender may request. Such proxy and power of attorney is coupled with an interest and thus irrevocable.

Section 2.3             Protect Collateral. Pledgor shall use its commercially reasonable efforts to warrant and defend, at Pledgor’s sole cost and expense, the right and title in and to the Pledged Collateral granted herein to Lender (and all right, title and interest represented by the Pledged Collateral) against the claims and demands of all Persons whomsoever.

Section 2.4             Closing Date Requirements. Pledgor represents and warrants to Lender that on or prior to the Closing Date Pledgor has done the following:

(i)            approved the filing by Lender of a financing statement for each Pledgor where such Pledgor is the named debtor in form prepared by Lender; and

(ii)            requested that Borrowers execute and deliver the Consent of Borrowers, the form of which is attached hereto as Exhibit B (the “Consent”); and

(iii)          delivered to Lender an original certificate evidencing the limited liability company interests in each of the Borrowers from Pledgor (the “Original Certificates”), together with an undated assignment covering such each such certificate duly executed in blank.

Section 2.5             Distributions. During the continuance of an Event of Default, Pledgor shall not cause or consent to any distribution by Borrowers.

Section 2.6             Further Assurances. In addition to all other covenants and agreements of Pledgor hereunder, Pledgor, at its sole cost and expense, further agrees, provided the same do not increase Pledgor’s or any Borrower’s obligations or decrease Pledgor’s or any Borrower’s rights by more than a de minimis extent, to: (a) do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all and every such further acts, deeds, conveyances, assignments, Uniform Commercial Code financing statements, continuation statements, notices of assignments, transfers and assurances as Lender shall, from time to time, reasonably require, for the better assuring, carrying out, conveying, assigning, transferring, pledging, hypothecating, perfecting, preserving and confirming unto Lender the lien, security interests and other rights granted, bargained, sold, conveyed, confirmed, pledged, assigned, warranted or transferred, or intended now or hereafter so to be, under this Agreement, or for carrying out the intention or facilitating the performance of the terms of this Agreement; and (b) at the request of Lender, deliver one or more Uniform Commercial Code financing statements (including continuation statements related thereto, assignments thereof and amendments thereto) or other instruments to evidence more effectively the security interest of Lender in the Pledged Collateral or any portion thereof. In addition, Pledgor hereby authorizes Lender to prepare and file any Uniform Commercial Code financing statements, continuation statements, assignments, amendments or other instruments without the signature of Pledgor (where permitted by applicable Law) or to prepare and file such Uniform Commercial Code financing statements, continuation statements, assignments, amendments and other instruments in the name of Pledgor, and, during the continuance of an Event of Default, Pledgor hereby grants to Lender an irrevocable power of attorney coupled with an interest for the purpose of taking such action as Lender deems necessary or advisable to perfect or otherwise protect Lender’s security in the Pledged Collateral or the exercise of any rights or remedies in connection therewith.

Section 2.7             Consideration. Pledgor acknowledges that Lender would not have entered into the transactions contemplated by the Note and the other Loan Documents without the execution and delivery of this Agreement by Pledgor and such execution and delivery of this Agreement are material inducements to Lender to make the Loan and enter into the Loan Documents. Pledgor further acknowledges that Pledgor is the owner of a significant ownership interest directly in each Borrower, and will receive a direct and material benefit from Lender entering into the Loan Documents and making the Loan to Borrowers. In that regard, Pledgor hereby acknowledges and agrees that the consideration received by such Pledgor for the execution and delivery of this Agreement is actual and adequate.

Section 3.              Representations and Warranties.

Section 3.1             Pledgor’s Representations and Warranties. Pledgor hereby represents and warrants to Lender as follows:

(a)           Review of Agreement and Loan Documents. Pledgor has been given the full opportunity to review and discuss with its legal counsel, the terms and provisions of this Agreement and each of the other Loan Documents. Pledgor acknowledges that it understands such terms and provisions.

(b)           Financial Benefit to Pledgor. Pledgor is deriving a material financial benefit from the making of the Loan to Borrowers.

(d)           Title to Pledged Collateral. Pledgor is the record and beneficial owner of, and has valid and transferable title to, the Pledged Collateral, and the Pledged Collateral is free and clear of any Lien or claim of any kind other than as created by this Agreement or any other Loan Document. There are no outstanding options, warrants or other agreements with respect to the Pledged Collateral, and the Pledged Collateral is not subject to, nor will Pledgor at any time permit it to become subject to, any restrictions governing its issuance, transfer, ownership or control.

(e)           Due Organization. Pledgor has the power and authority and the legal right to execute, deliver and perform this Agreement and to grant the lien on and security interest in the Pledged Collateral contemplated hereby in favor of Lender.

(f)            Intentionally omitted.

(g)           Due Authorization; No Violations. The execution, delivery and performance of this Agreement by Pledgor, the granting of the lien on and security interest in the Pledged Collateral contemplated hereby has been duly authorized by all necessary action and does not and will not (i) violate any applicable Law, rule or regulation or any provision of the organizational documents of any Borrower or Pledgor, (ii) conflict with, result in a breach of, or constitute a default under any provision of any partnership agreement, operating agreement, indenture, mortgage or other agreement or instrument to which any Borrower or Pledgor or any of their Affiliates is a party or by which any of them or their respective properties or assets is bound or subject to, or any license, judgment, order or decree of any governmental authority having jurisdiction over any Borrower or Pledgor or any of their Affiliates or their respective activities, properties or assets, or (iii) result in or require the creation or imposition of any lien upon or with respect to any properties or assets now or hereafter owned by any Borrower or Pledgor or any of their respective Affiliates (other than the lien and security interest created hereunder).

(h)           Valid Execution. This Agreement has been duly executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

(i)            No Consent. No consent or authorization of, filing with, or other act by or in respect of any arbitrator or Governmental Authority and no consent of any other Person is required (i) for the execution, delivery and performance of this Agreement by Pledgor, (ii) for the realization upon the security interest created to secure Lender in, and lien and pledge by Pledgor of, the Pledged Collateral pursuant to this Agreement, or (iii) for the exercise by Lender of the rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except such as (A) have been obtained, made or taken and are in full force and effect, or (B) may be required under federal or state securities laws in connection with any sale of the Pledged Collateral.

(j)            No Pending Actions. There are no actions, suits, proceedings or investigations pending, to the best knowledge of Pledgor, threatened in writing, against or affecting Pledgor before or by any court, arbitrator or Governmental Authority that have not been disclosed to Lender.

(k)            No Insolvency. Pledgor is not insolvent (as such term is defined or determined for purposes of the Bankruptcy Code or any other applicable Law) and the execution and delivery of this Agreement will not make Pledgor insolvent.

(l)            Security Markets. None of the Pledged Collateral is dealt with or traded on any securities exchanges or in any securities markets.

(m)          Creation, Perfection and Priority of Security Interest. Upon the filing of the financing statement for Pledgor referenced in Section 2.4(i) of this Agreement with the Secretary of State of Delaware or the delivery and indorsement (as defined in the UCC) of the Original Certificates to Lender, Lender will have a first priority, perfected security interest in the Pledged Collateral, and no further or additional acts on the date hereof are required to create and perfect Lender’s security interest in and lien on the Pledged Collateral and the security interest in and the lien on the Pledged Collateral securing Lender is superior in right and priority to any rights or claims of any other Person.

(n)           No Other Financing Statements. Other than the financing statement(s) delivered to Lender by Pledgor, there is no financing statement (or similar statement or registration under the law of any jurisdiction) now on file or registered in any public office covering any interest of Pledgor or any other Person in the Pledged Collateral or intended so to be.

(o)           Voting Rights. Except for this Agreement and the other Loan Documents, Pledgor has not entered into, nor is it bound by the terms of, any agreement or understanding restricting or in any way limiting or otherwise relating to the Voting Rights.

(p)           No Unpaid Expenses. There are no unpaid expenses, capital contributions, costs, fees, charges or other payments of any kind required to be funded or contributed by Pledgor with respect to the Pledged Collateral that accrued prior to the date hereof. Pledgor is not otherwise in default of any of its contractual obligations arising out of the Pledged Collateral. No Person has any right to terminate, or any right to purchase or acquire, any or all of the Pledged Collateral, other than Lender.

(q)           No Defenses. There are (i) no setoffs, counterclaims or defenses limiting, restricting or otherwise relating to Pledgor’s interest in the Pledged Collateral or (ii) (other than the Borrower Organizational Documents and the Loan Documents) no agreements, resolutions or other circumstances (A) limiting, restricting or otherwise relating to the right of Pledgor to receive any Pledged Collateral or (B) under which any deduction or discount may be claimed with respect to the Pledged Collateral.

(r)            Truth of Financial Statements. All financial statements delivered to Lender at any time by or on behalf of Pledgor (i) are true and correct in all material respects and are copies of the financial statements Pledgor prepares and uses in the conduct of its business and have the level of accuracy required therefor, (ii) fairly present in a manner consistent with prior statements submitted to Lender the respective financial conditions of the subjects thereof and for the periods referenced therein, as approved herein by Lender, in each case consistently applied or other accounting method reasonably approved by Lender, and there has been no material adverse change in the financial position of Pledgor since the respective dates of (or periods covered by) the most recent of such statements. Without limiting the foregoing, all assets shown on such financial statements, unless clearly designated to the contrary on such financial statements, (A) accurately reflect all debt and prior pledges or encumbrances of or on any of Pledgor’s assets (direct or indirect) at the date of the financial statements and at all times thereafter and (B) are owned individually by Pledgor and not jointly with any other Person.

(s)           Conditions Preventing Compliance. No conditions exist which would prevent Pledgor from complying with the provisions of this Agreement or any of the other Loan Documents to which it is a party within the time limits set forth herein and therein.

Section 3.2             Representations and Warranties to be Continuing. All representations and warranties made in this Agreement or in any other document delivered to Lender by or on behalf of Pledgor shall survive the making of the Loan and shall continue in full force and effect until the Release Condition is fully satisfied. Pledgor shall promptly inform Lender in writing after discovering any breach of such representations or warranties.

Section 4.              Other Covenants.

Pledgor hereby covenants and agrees with Lender as follows:

Section 4.1             No Transfer. Excluding Permitted Transfers, Pledgor shall not (i) transfer, sell, assign, pledge or hypothecate, and shall not cause or consent to any transfer, sale, assignment, pledge or hypothecation any interest in any Borrower or any Pledged Collateral or any portion of any of the foregoing or (ii) enter into or consent to, or cause any other Person to enter into or consent to, any contract, option, right of first offer, right of first refusal, or other agreement to transfer any interest in Borrower or any Pledged Collateral or any portion of any of the foregoing without Lender's approval.

Section 4.2             No Changes to Organizational Documents or Ownership Structure of Borrower. Pledgor shall preserve and maintain its existence and all of its material licenses, rights, privileges and franchises that are necessary for the fulfillment of its obligations under this Agreement. Pledgor shall not, and shall not cause any Borrower to, (i) cancel or terminate the Borrower Organizational Documents or consent to or accept any cancellation or termination thereof; (ii) amend, supplement or otherwise modify the Borrower Organizational Documents, (iii) petition, request or take any other legal or administrative action that seeks, or may reasonably be expected, to rescind, terminate, amend, modify or suspend the Borrower Organizational Documents; (iv) vote to enable, or take any other action to permit, such Borrower to admit any additional Person as a member of such Borrower; (v) vote to enable, or take any other action to permit, such Borrower to issue any additional limited liability company interests or Voting Rights, or to issue any interests convertible into or granting the right to purchase or exchange for any limited liability company interests or Voting Rights in such Borrower; (vi) vote to enable, or take any other action to permit, such Borrower to issue any certificate or other writing (other than the Borrower Organizational Documents) to represent Pledgor’s limited liability company interest or Voting Rights in such Borrower; (viii) perform, authorize or enter into any transaction for the termination, dissolution or winding up of such Borrower; (ix) engage in or permit, any act or failure to act constituting a termination, dissolution or winding up of such Borrower; (x) allow the merger or consolidation of such Borrower with another Person; or (xi) otherwise effect or change the structure or organization of such Borrower without the prior written consent of Lender where such consent is required under the Loan Documents. To the extent that Pledgor is other than a corporation, partnership, limited liability company or similar enterprise (i.e., a natural person), provisions that would only be applicable to such entities shall not apply.

Section 4.3             Intentionally omitted.

Section 4.4             Intentionally omitted.

Section 4.5             “Opt-In”. Pledgor represents and warrants that each Borrower has elected to “opt-in” to Article 8 of the UCC. As a result, the limited liability company interests in each Borrower have been certificated and constitute a “security” within Article 8 of the UCC. Pledgor shall not cause or permit any Borrower to terminate such Borrower’s “opt in” election under Article 8 of the UCC; or cause or permit amendment, modification or other change to Borrower’s Organizational Documents of such Borrower without the prior written consent of Lender.

Section 4.6             Compliance with Borrower Organizational Documents. Subject to any limitations set forth in the Loan Documents, Pledgor shall (i) observe and perform each and every material term, covenant and provision of the Borrower Organizational Documents of each Borrower on the part of Pledgor to be observed and performed and shall duly and faithfully discharge Pledgor’s material obligations under the Borrower Organizational Documents and under each and every agreement, document or instrument relating to Pledgor’s right to receive the Pledged Collateral; and (ii) take all steps required to enforce the rights of Pledgor under the Borrower Organizational Documents.

Section 4.7             Records.

(a)           Pledgor shall, and shall cause each Borrower to, maintain, hold and preserve full and accurate records, and stamp or otherwise mark such Borrower's records in such manner as Lender may reasonably request in order to reflect the security interests created by this Agreement. Pledgor shall, and shall cause such Borrower to permit, representatives of Lender, upon reasonable prior written notice, at any time during normal business hours to inspect and make abstracts of such Borrower's records, and permit representatives of Lender to be present at such Borrower’s place of business to make copies of all communications and remittances relating to the Pledged Collateral, all in such manner as Lender may reasonably require

Section 4.8             No Change of Business. Pledgor shall not change its name or the name under which it does business from the name by which Pledgor is identified in this Agreement.

Section 4.9             No Other Filings. Pledgor shall not file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to the Pledged Collateral other than the financing statement(s) delivered to Lender.

Section 4.10          Defense of Title. Pledgor will use its commercially reasonable efforts to defend Lender’s right, title and interest in, to and under the Pledged Collateral against the claims and demands of all Persons whomsoever (other than those claiming through Lender).

Section 4.11           Authorization to File. Pledgor hereby authorizes Lender to file one or more financing or continuation statements and amendments thereto relating to all or part of the Pledged Collateral without Pledgor’s signature. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement.

Section 4.12           Intentionally Deleted.

Section 4.13           Notice. Pledgor shall give Lender notice of the following events promptly after Pledgor becomes aware of such events: (i) the occurrence of any event which would cause a dissolution of Pledgor or any Borrower, or (ii) any action or proceeding which is commenced, filed or initiated with respect to or affecting the Pledged Collateral.

Section 4.14           Certificates. After the Exercise Date, if Pledgor shall, as a result of its ownership of the Pledged Collateral, become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or equity interest issued in connection with any reorganization), options, warrants or other rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any part of the Pledged Collateral, or otherwise in respect thereof, Pledgor shall accept the same as Lender’s agent, hold the same in trust for Lender and deliver the same forthwith to Lender in the exact form received, duly endorsed by Pledgor to Lender, or in blank, as Lender may require, together with an undated power covering such certificate duly executed in blank and with, if Lender so requests, signature guaranteed, to be held by Lender hereunder as additional Collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Collateral upon the liquidation or dissolution of any Borrower shall be paid over to Lender to be held by Lender hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of any part of the Pledged Collateral (other than distribution of all or any portion of the proceeds of the Loan) or any property shall be distributed upon or with respect to any part of the Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any Borrower or pursuant to the reorganization thereof, the property so distributed shall be delivered to Lender to be held by it, subject to the terms hereof, as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to Lender, hold such money or property in trust for Lender, segregated from other funds of Pledgor, as additional collateral security for the Obligations.

Section 4.15           Registration. Pledgor hereby instructs each Borrower to register on such Borrower’s books and records the pledge of the Pledged Collateral in such Borrower by Pledgor to Lender. In the event that at any time after the date hereof any Pledged Collateral shall be evidenced by an instrument or a certificate, Pledgor shall or shall cause the applicalbe Borrower to promptly deliver any such instrument or certificate, duly endorsed or subscribed by Pledgor or accompanied by appropriate instruments of transfer or assignment duly executed in blank by Pledgor, to Lender as additional Collateral. Any such instruments or certificates received by Pledgor shall be held by Pledgor in trust, as agent for Lender.

Section 5.              Waivers, Acknowledgements and Consents.

Section 5.1             Rights of Lender. Pledgor authorizes Lender to perform any or all of the following acts, to the extent permitted by applicable Law, after the occurrence and during the continuation of an Event of Default for which applicable cure periods have expired without cure, in its sole discretion, all without notice to Pledgor, without affecting Pledgor’s obligations under this Agreement or any other Loan Documents and without affecting the liens and encumbrances against the Pledged Collateral in favor of Lender:

(a)           Lender may alter any terms of the Obligations or any part thereof, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Obligations or any part thereof.

(b)           Lender may take and hold security for the Obligations, accept additional or substituted security, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security.

(c)           Lender may direct the order and manner of any sale of all or any part of any security now or later to be held for the Obligations, and Lender (or its nominees or designees) may also bid at any such sale.

(d)           Lender may apply any payments or recoveries from any Borrower, Pledgor or any other source, and any proceeds of any security, to the obligations under the Loan Documents in such manner, order and priority as Lender may elect.

(e)           Lender may release any Person or entity of its liability for the Obligations or any part thereof.

(f)            Lender may substitute, add or release any one or more guarantors or endorsers.

(g)           In addition to the Obligations, Lender may extend other credit to any Borrower, and may take and hold security for the credit so extended, all without affecting Pledgor’s liability hereunder or under the other Loan Documents and without affecting the liens and encumbrances against the Pledged Collateral hereunder or under the other Loan Documents.

Section 5.2             Absolute Obligations. Pledgor expressly agrees that until all Obligations are indefeasibly satisfied, Pledgor shall not be released of its obligations, waivers and agreements set forth herein or in any other Loan Document nor shall the validity, enforceability or priority of the liens and encumbrances against the Pledged Collateral in favor of Lender be affected in any manner by or because of:

(a)           Any act or event which would reasonably be expected to otherwise discharge, reduce, limit or modify Pledgor’s obligations hereunder or under the other Loan Documents or the liens and encumbrances against the Pledged Collateral in favor of Lender;

(b)           Any waiver, extension, modification, forbearance, delay or other act or omission of Lender or any failure to proceed promptly or otherwise as against any Borrower, Pledgor, or any other Person or entity or any security;

(c)           Any action, omission or circumstance which would reasonably be expected to increase the likelihood that Lender might enforce the rights granted under this Pledge Agreement or under the other Loan Documents or which would reasonably be expected to affect the rights or remedies of Pledgor as against any Borrower; or

(d)           Any dealings occurring at any time between any Borrower and Lender, whether relating to the Obligations or otherwise.

(e)            Pledgor hereby expressly waives and surrenders any defense to the performance of the obligations under this Pledge Agreement and under all other Loan Documents or to the enforcement of the liens and encumbrances against the Pledged Collateral in favor of Lender based upon any of the foregoing acts, omissions, agreements, waivers or matters described in this subsection.

5.3           Acknowledgements.

(a)           Pledgor acknowledges and agrees that it has been given the full opportunity to review and discuss with its legal counsel, the terms and provisions of this Agreement prior to Pledgor’s execution and delivery of this Agreement, and Pledgor has not executed and delivered this Agreement under any fraud, duress, undue influence or coercion of any kind.

(c)           The occurrence of any one or more of the following shall not alter or impair the pledge of the Pledged Collateral pursuant to this Agreement, which shall remain effective notwithstanding any of the following, and none of the following shall alter or impair any of Pledgor’s obligations under this Agreement or the enforceability of this Agreement:

(i)            at any time or from time to time, without notice to Pledgor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;

(ii)           any of the acts mentioned in any of the provisions of the Note or any other Loan Document shall be done (excluding the irrevocable payment in full of the Indebtedness) or omitted;

(iii)          the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under the Note or any other Loan Document shall be waived or any guarantee of any of the Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or

(iv)          any lien or security interest granted to, or in favor of, Lender as security for any of the Obligations shall fail to be perfected.

Section 5.4             Waivers. Pledgor hereby expressly waives, to the extent permitted under applicable Law:

(i)            Notice of the acceptance by Lender of this Agreement, notice of the existence, creation or non-payment of any of the Obligations, presentment, demand, notice of dishonor, protest, notice of protest, and all other notices except any specifically required by this Agreement;

(ii)           Any obligation Lender may have to disclose to Pledgor any facts Lender now or hereafter may know or have reasonably available to it regarding any Obligor or such Obligor’s financial condition, whether or not Lender has a reasonable opportunity to communicate such facts or has reason to believe that any such facts are unknown to Pledgor or materially increase the risk to Pledgor beyond the risk Pledgor intends to assume hereunder. Pledgor shall be fully responsible for keeping informed of the financial condition of each other Obligor and of all other circumstances bearing on the risk of non-payment or non-performance of the Obligations;

(iii)          All diligence in collection of any of the Obligations, any obligation hereunder, or any guaranty or other security for any of the foregoing;

(iv)          The benefit of all appraisement, valuation, forbearance or homestead laws now or hereafter in effect, or any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respect more burdensome than that of a principal;

(v)           Any defense based on any statute of limitations;

(vi)          Any defense based upon Lender’s election, in any proceeding instituted under the Bankruptcy Code, under Section 1111(b)(2) of the Bankruptcy Code, or any defense based upon any borrowing or any grant of a security interest under Section 364 of Title 11 of the Bankruptcy Code (the “Bankruptcy Code”);

(vii)         The lack of validity, genuineness or enforceability of the Loan Documents (or any of them) between Lender and any Obligor or any other Person;

(viii)        Any defense relating to any departure from the terms of the Loan Documents by Lender, any Obligor or any other Person;

(ix)           Any defense based upon the application by any Obligor of the proceeds of the Loan for purposes other than the purposes represented by Borrowers to Lender or intended or understood by Lender or such Obligor;

(x)            Any defense based on the incapacity, lack of authority, death or disability of any Person or the failure of Lender to file or enforce a claim against the estate of any Person in any administrative, bankruptcy or other proceeding;

(xi)           Any defense based on an election of remedies by Lender, whether or not such election may affect in any way the recourse, subrogation or other rights of Pledgor against any Obligor or any other Person in connection with the Obligations;

(xii)          Intentionally omitted;

(xiii)         Any defense based on the negligence of Lender in administering the Loan, or taking or failing to take any action in connection therewith;

(xiv)        Any defense based on any change to Project or the use of the Project made without the consent or knowledge of Pledgor;

(xv)         Any defense based on Lender’s exercising its rights under any Security Instrument, Guaranties or any other Loan Document;

(xvi)        Any defense based upon any legal disability, incapacity or other personal defense of any Borrower or any other Obligor, or by reason of the cessation or limitation of the liability of any Borrower or any other Obligor from any cause other than full irrevocable payment and performance of all Obligations under the Note or any of the other Loan Documents;

(xvii)       Any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any Borrower or any other Obligor or any defect in the formation of any Borrower or any other Obligor;

(xviii)      Any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal and all other suretyship defenses of every kind and nature; and

(xix)         Any defense or limitation on liability of guarantors or sureties under the laws of the State of Delaware.

Section 5.5              Independent and Primary. The obligations of Pledgor under this Agreement are independent and primary from the obligations of Borrowers. Lender shall not be required to seek payment of the Obligations from any Borrower, Guarantor pursuant to the Guaranty or any other Obligor or any other Person prior to exercising Lender’s rights and enforcing Lender’s remedies under this Agreement and the other Loan Documents. It shall not be necessary for Lender, in order to exercise Lender’s rights and enforce Lender’s remedies under this Agreement against Pledgor, (i) to first institute suit or exhaust Lender’s remedies against (A) the Project, (B) any other collateral given as security for the Loan or (C) any Borrower, any Guarantor under the Guaranty or any other Obligor or any other Person, or (ii) to have joined with Pledgor, in any suit or action brought to enforce this Agreement or any of the other Loan Documents, any Borrower, any Guarantor or any other Obligor or any other Person. However, in the event Lender elects in Lender’s sole discretion to enforce and/or exercise any remedies it may possess with respect to the Project or the other Loan Documents or any other security for the Obligations prior to exercising its rights hereunder, Pledgor shall nevertheless remain obligated hereunder to the extent of the Obligations not paid or recovered incident to the exercise of such remedies. Pledgor agrees that, as between Pledgor and Lender, the obligations of Borrowers under the Loan Documents may be declared to be forthwith due and payable as provided in the Loan Documents notwithstanding any stay, injunction or other prohibition preventing such declaration as to Borrowers (or such Obligations from becoming automatically due and payable) as against Borrowers and that, in the event of such declaration (or such Obligations being deemed to have become automatically due and payable), Lender may pursue Lender’s rights pursuant to this Agreement as if the Obligations were due and payable in full as to Borrowers.

Section 5.6             Dealings With Obligors and Other Persons. The obligations of Pledgor hereunder shall not be released, discharged, limited or affected in any manner by anything done, suffered or permitted by Lender in connection with its dealings with any Obligor or any other Person. Without limiting the foregoing, it is agreed that, without releasing, discharging, limiting or otherwise affecting in whole or in part Pledgor’s obligations hereunder, Lender may from time to time without notice to or consent of Pledgor:

(i)            Grant time, renewals, extensions, indulgences, releases, waivers, modifications or discharges to any Obligor.

(ii)           Otherwise extend, amend, modify, supplement, subordinate, settle, compromise or exchange any of the Obligations or any of the Loan Documents or any term, condition or provision thereof.

(iii)          Release any Obligor from any of the Obligations.

(iv)          Take or abstain from taking security or collateral from any Obligor or any other Person, or release, substitute or add any one or more Obligors of any of the Obligations, or otherwise modify, subordinate, exchange or release its security interest or lien on any security or collateral for any of the Obligations.

(v)           Take, or delay in taking or refusing to take, any and all action with respect to this Agreement or the other Loan Documents (regardless of whether the same might vary the risk or alter the rights, remedies or recourses of any Pledgor), including specifically (but without limitation) the settlement or compromise of any amount allegedly due thereunder.

(vi)          Accelerate the Loan, foreclose on, take possession of or sell any of the collateral or security for the Obligations or enforce any other rights under any other Loan Document, or decline or fail to do any of the foregoing.

(vii)         Otherwise deal with any Obligor as Lender may see fit.

Section 5.7             Other Events Not Affecting Obligations of Pledgor. Pledgor acknowledges and agrees that the obligations of Pledgor shall not be released, discharged, limited or affected by any of the following: (i) the insolvency of, or voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization or other similar proceedings affecting any Obligor or any other Person; (ii) the release or discharge of any Obligor or any other Person in any creditors’, receivership, bankruptcy, reorganization, insolvency, or other proceeding; (iii) the rejection or disaffirmance in any such proceeding of any of the Obligations; (iv) the impairment, modification, alteration or extension of any of the Obligations, or of any remedy for the enforcement thereof, or of the estate of any Obligor or any other Person in bankruptcy, or any stay in the enforcement of the Obligations against any Obligor or any other Person, resulting from any present or future federal or state bankruptcy law or any other law of any kind or from the decision or order of any court or other governmental authority; (v) any disability or defense of any Obligor or any other Person; (vi) the cessation of the liability of any Obligor or any other Person for any cause whatsoever other than following payment in full to Lender of the Loan and all amounts due in connection therewith; (vii) Lender’s application of all monies at any time received from any Borrower or any Obligor upon such part of the Obligations as Lender may see fit (subject to the requirements of the Loan Documents); or (viii) the release, substitution or addition of any one or more endorsers of the Note or Obligors for any of the Obligations. Pledgor further acknowledges and agrees that (i) the occurrence of any of the foregoing shall not prevent, prohibit or delay any action by Lender under this Agreement to realize on the Pledged Collateral and apply the same against the Obligations (as such Obligations existed without giving effect to any of the foregoing clauses); and (ii) Pledgor’s efforts are not necessary for a successful reorganization or rehabilitation of any other Obligor or any such other Person. Pledgor waives any right to seek a stay or injunction of any proceeding against Pledgor with respect to this Agreement or any action to realize upon or sell the Pledged Collateral whether based on Section 105 of the Bankruptcy Code or otherwise.

Section 6.              Responsibility of Lender.

Section 6.1             Lender Has No Duty. The powers conferred on Lender hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise or refrain from exercising any such powers. Pledgor acknowledges that by entering into this Agreement and accepting the pledge of the Pledged Collateral, Lender has not therefore assumed any liability or responsibility for any Individual Property or any portion thereof, unless and until Lender takes possession and control of the Pledged Collateral. Lender shall not be required to take any action hereunder in respect of an Event of Default or any other event or circumstance. Unless and until Lender takes possession and control of the Pledged Collateral, Lender shall be under no obligation to take any steps necessary to preserve rights in the Pledged Collateral against any prior parties, but may do so at its option and all reasonable expenses incurred in connection therewith shall be for the account of Pledgor.

Section 6.2             Lender Not Liable. In no event shall Lender be liable to Pledgor for any matter or thing in connection with this Agreement (including, without limitation, any acts, omissions, errors of judgment or mistakes of fact or law) other than to account to Pledgor for monies actually received by Lender in accordance with the terms hereof and claims, losses and/ or expenses directly suffered and incurred by Pledgor as a result of any state of facts determined by a final non-appealable judgment of a court of competent jurisdiction to be caused by Lender’s negligence, willful misconduct or breach of this Agreement. Without limiting the foregoing, Lender shall not be liable for the consequence of any Voting Rights cast or given by Lender in good faith from and after the Exercise Date, and Pledgor acknowledges and agrees that the exercise of the Voting Rights by Lender from and after the Exercise Date with the objective of protecting Lender’s rights or interest in the Pledged Collateral or allowing Lender to pursue its remedies under the Loan Documents shall be deemed to be cast or given in good faith. The trustees, officers, directors, employees and agent of Lender shall have no personal liability under this Agreement.

Section 6.3             Reasonable Care. Lender shall be deemed to have exercised reasonable care in the custody and preservation of any of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which Lender accords its own property. Further, and without limiting the foregoing, Lender shall be deemed to have exercised reasonable care in the custody and preservation of any of the Pledged Collateral, if it takes such action for that purpose as Pledgor reasonably requests in writing, but failure of Lender to comply with any such request at any time shall not be deemed a failure to exercise reasonable care and there is no duty or obligation of Lender to comply with such instructions.

Section 6.4             Lender may Perform. If Pledgor shall fail to do any act or thing which it has covenanted to do hereunder or if any representation or warranty of Pledgor shall be breached, Lender may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach and the reasonable cost or expense incurred by Lender in so doing shall be payable by Pledgor on demand, with interest at the Default Rate (as provided in the Note) from the date actually incurred to the date paid.

Section 6.5             Indemnity. In furtherance of the provisions of this Section 6 and the other terms and provisions of this Agreement, Pledgor hereby agrees to indemnify and hold harmless Lender (to the full extent permitted by applicable Law) from and against any and all claims, demands, losses, judgments and liabilities (including liabilities for penalties and transfer taxes) of whatever nature arising out of or in connection with Pledgor’s material breach of any representation, warranty, covenant or agreement set forth in this Agreement, except claims, demands, losses, judgments or liabilities arising out of the negligence, willful misconduct of or breach of this Agreement by Lender.

Section 7.              Events of Default.

Section 7.1             Events of Default. Any one or more of the events or conditions herein below set forth shall constitute an “Event of Default” hereunder (without, except as expressly set forth below or the Loan Documents (as applicable), any notice, cure or grace period):

(a)           any violation, breach or default under Section 4.1 or Section 4.5 of this Agreement;

(b)           any other violation, default or breach by Pledgor under this Agreement and the same shall continue for a period of thirty (30) days following receipt of notice from Lender; or

(c)           the occurrence of any event or matter which under the terms of Section 8.1 of the Loan Agreement constitutes an “Event of Default”.

Section 7.2             Cross-Default. Any Event of Default under Section 7.1(a) or (b) above shall constitute an “Event of Default” under the Loan Agreement and all other Loan Documents.

Section 8.              Remedies.

Section 8.1             Certain Remedies. Upon the occurrence and during the continuance of any Event of Default, in addition to all rights Lender has under the other Loan Documents and applicable Law, Pledgor agrees Lender may (but without any obligation to do so) take such action, without notice or demand (except as expressly set forth herein or required by applicable Law), as Lender deems advisable or appropriate to protect and enforce its rights against Pledgor and in and to the Pledged Collateral, including, but not limited to, the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Lender may determine, in its sole and absolute discretion, without impairing or otherwise affecting the other rights and remedies of Lender:

(i)            [Reserved]

(ii)           If and to the extent permitted by the Uniform Commercial Code, from and after the Exercise Date, immediately upon giving the Exercise Notice to Pledgor and Borrowers, Lender shall have the sole and exclusive right to exercise, in person or by its nominees or proxies, all Voting Rights, either on behalf of Pledgor or in Lender’s own name. Lender shall be entitled to exercise such Voting Rights in such commercially reasonable manner as Lender determines in its sole and absolute discretion. Immediately upon Lender’s giving the Exercise Notice to Pledgor and Borrowers, no further action or direction shall be required to permit Lender to exercise the Voting Rights hereunder, Lender shall have, and Pledgor and Borrowers shall recognize Lender as having, the immediate right to exercise all of the Voting Rights of Pledgor and Pledgor shall cease to have such rights. Lender shall not be liable for the consequence of any Voting Rights exercised in a commercially reasonable manner and cast or given in good faith.

(iii)          Lender shall have all of the rights and remedies of a secured party under the Uniform Commercial Code or the comparable law of any other jurisdiction whose laws are applicable under the Loan Documents, and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, and in accordance with the terms hereof, to exercise all Voting Rights. In the exercise of such rights and remedies Lender may, without notice except as specified below, sell the Pledged Collateral or any part thereof at one or more public sales held at Lender’s offices at the address set forth above or elsewhere (including the offices of Lender’s attorneys in California or Delaware), for cash, on credit or for future delivery, and/or upon such other terms as Lender may deem reasonable. Pledgor agrees that thirty (30) calendar days’ prior notice to Pledgor of the time and place of any public sale is to be made and the terms on which such sale will be made shall constitute reasonable notification. Lender shall not be obligated to sell any of the Pledged Collateral regardless of notice of sale having been given. Any such sale shall be made (to the extent permitted by applicable Law) absolutely free of any claim or right of Pledgor of whatsoever kind, including any right or equity of redemption (statutory or otherwise). To the extent permitted by applicable Law, Lender shall be entitled to bid in at any such public sale all or any portion of its Indebtedness (as it shall determine in its reasonable discretion) and if Lender shall be the successful bidder it shall credit its bid against the Indebtedness in such priority and amounts as Lender in its sole and absolute discretion shall determine. Any person or persons (including Lender or its designee with respect to a public sale) who become the owner of the Pledged Collateral or any portion thereof at any such public or private sale is hereinafter called a “Successful Bidder,” and a Successful Bidder shall be entitled to give the Borrower Direction (defined below) whereupon (to the extent of the Pledged Collateral sold to it at such public or private sale) such Successful Bidder shall be entitled to all rights set forth therein as though each reference to Lender were to such Successful Bidder. From and after the date a Successful Bidder becomes the owner of the Pledged Collateral (or any portion thereof), such Successful Bidder shall have the right, without any further action or consent of Pledgor or any other Person, to immediately (a) direct the applicable Borrower (“Borrower Direction”) to identify such Successful Bidder on the books and records of such Borrower, as the owner of such portion of the Pledged Collateral in full substitution of Pledgor and (b) otherwise take and cause the applicable Borrower to take all other steps required to identify such Successful Bidder as the sole and exclusive owner of such Pledged Collateral. In furtherance thereof, Pledgor hereby irrevocably authorizes and directs the applicable Borrower on receipt of any Borrower Direction (a) to admit such Successful Bidder as the owner of such Pledged Collateral and, if applicable, as the sole member of such Borrower in substitution of Pledgor, entitled to exercise all the rights, powers and privileges (including, as applicable, Voting Rights, the right to receive all distributions and be credited with the capital account of Pledgor, the right to participate in the management and operation of such Borrower, all rights in, to and under the Borrower Organizational Documents, including any purchase option, right of first refusal, right of first offer and buy/sell right and the right to exercise all other powers and privileges appertaining to such Pledged Collateral) to which Pledgor would have been entitled had such Successful Bidder not delivered the Borrower Direction and (b) if applicable, to file an amendment to the Borrower Organizational Documents admitting the Successful Bidder as the sole member of Borrower in substitution of Pledgor; provided, however, no such amendment shall be necessary or required to effectuate, implement or activate Lender rights under this Agreement or such Successful Bidder’s rights as owner and successor-in-interest to all of Pledgor’s rights in, to and under such Pledged Collateral.

(iv)          In its own name or in the name of Pledgor, Lender may ask for, demand, collect, sue for, recover, compromise, receive and give any acquittances and receipts for monies due or to become due under or in respect of any of the Pledged Collateral (including, without limitation, any distributions at any time payable or receivable on account of or in exchange for any of the Pledged Collateral) and hold the same as part of the Pledged Collateral, or apply the same to any of the Obligations in such manner as Lender may direct in its sole discretion.

(v)           Lender may receive, endorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (iv) above (including, without limitation, all instruments representing dividends, interest payments or other distributions in respect of the Pledged Collateral or any part thereof and give full discharge for the same).

(vi)          Lender may enter into any extension, subordination, reorganization, deposit, merger, or consolidation agreement, or any other agreement relating to or affecting the Pledged Collateral, and in connection therewith deposit or surrender control of such Pledged Collateral thereunder, and accept other property in exchange therefor and hold and apply such property or money so received in accordance with the provisions hereof.

(vii)         Lender may discharge any taxes or liens levied on the Pledged Collateral or pay for the maintenance and preservation of the Pledged Collateral; the amount of such payments, plus any and all reasonable fees, costs and expenses of Lender (including reasonable attorneys’ fees and disbursements) in connection therewith, shall, at Lender’s option, be reimbursed by Pledgor on demand.

(viii)        Lender may perform, or cause the performance of, any of the obligations of Pledgor hereunder, in each case in its own name or in the name of Pledgor.

(x)            Lender, in its own name or in the name of Pledgor, shall have the right, without the consent of Pledgor or any Obligor, to terminate and/or remove any manager of Borrower upon notice to such manager (with such termination and/or removal being effective immediately upon such written notice) and to replace such manager with Lender’s nominee or designee (or with Lender). Neither any Borrower nor Lender nor any Successor Bidder shall have any obligation whatsoever to such terminated and/or removed manager.

Section 8.2             Additional Provisions Regarding Sale of Pledged Collateral.

(a)           Intentionally Deleted.

(b)           Right of Lender to Purchase at No-Action Public Sale. Pledgor is aware that Article 9 of the Uniform Commercial Code places certain limitations on a secured party’s right to purchase the Pledged Collateral at a private sale following default. Pledgor is also aware that SEC staff personnel have, over a period of years, issued various No-Action Letters that describe procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Uniform Commercial Code, yet not public for purposes of Section 4(2) of the Securities Act. Pledgor is also aware that Lender may wish to purchase the Pledged Collateral at foreclosure sale and Pledgor believes that such purchases would be appropriate in circumstances in which the Pledged Collateral is sold in conformity with the principles set forth in such No-Action Letters. Article 9 of the Uniform Commercial Code permits Pledgor to agree on the standards for determining whether Lender has complied with its duties in connection with the enforcement of its rights and remedies under Article 9 following a default. Pursuant to the applicable provisions of Article 9 of the Uniform Commercial Code, Pledgor specifically agrees that a foreclosure sale conducted in conformity with the principles set forth in the No-Action Letters (i) shall be considered to be a “public” sale following default for purposes of Article 9 of the Uniform Commercial Code; (ii) will be considered commercially reasonable notwithstanding that Lender has not registered or sought to register the Pledged Collateral under the Securities Laws, even if Pledgor or any other Obligor agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that Lender purchases the Pledged Collateral at such a public sale.

(c)           Commercially Reasonable. Without limiting the definition of “commercially reasonable,” Pledgor further agrees that the following shall be deemed “commercially reasonable” as such term is used in the Uniform Commercial Code or deemed applicable to any sale of the Pledged Collateral: (i) the sale by Lender of a portion of the Pledged Collateral, or any percentage interest in the Pledged Collateral, at the same or different public sales or at the same or different times; (ii) the sale of the Pledged Collateral together with the sale of other interests that may be pledged by other entities at the same or different public sales or at the same or different times; (iii) the sale of that portion of the Pledged Collateral representing the right to receive distributions either separate from, or together with, any other portion of the Pledged Collateral or the sale of such interests at different public sales or at the same or different times; and (iv) the sale of the Pledged Collateral at any time or place permitted by this Agreement and applicable Law.

(d)           Intentionally Deleted.

(e)           Additional Acts. Pledgor shall use commercially reasonable efforts to do or cause to be done all such other acts and things as may be reasonably necessary to make any sale or sales of Pledged Collateral valid and binding and in compliance with applicable Law. Notwithstanding anything expressed or implied herein to the contrary, Pledgor shall not be obligated, entitled or authorized at any time to register any Pledged Collateral under any Securities Laws nor prepare any private placement memorandum or other similar offering documentation.

(f)            Use of Third Parties. Lender may elect to obtain the advice of an independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition.

(g)           Transfer of Title. Upon any sale or other disposition conducted in accordance with applicable Law, Lender shall have the right to deliver, endorse, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition, including Lender, shall hold the Pledged Collateral free from any claim or right of whatever kind, including any equity or right of redemption.

(h)           No Obligation. Lender shall not be obligated to make any sale or other disposition unless the terms thereof shall be satisfactory to it. Lender may, without notice or publication, adjourn any public sale, and, upon thirty (30) calendar days’ prior notice to Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall incur no liability in case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.

(i)            Waiver of Claims. Pledgor hereby waives any claim it may have with respect to any liability, damages, losses or other consequences incurred by Pledgor from the sale of the Pledged Collateral in accordance with applicable :aw.

Section 8.3             Enforcement Costs. Pledgor shall reimburse Lender for any and all out-of-pocket costs actually incurred by Lender in taking any action pursuant to this Agreement against Pledgor or to enforce any of Lender’s rights hereunder against Pledgor or the Pledged Collateral, including, reasonable legal fees, advertising and auction fees, and transfer taxes. All such costs and expenses shall be repayable to Lender within ten (10) Business Days following demand, with interest at the Default Rate from the date actually incurred by Lender to the date paid.

Section 8.4             Application of Proceeds. The proceeds of any disposition of the Pledged Collateral, or any part thereof, or any other sums collected by Lender pursuant hereto, may be applied by Lender (after payment of any amounts payable to Lender pursuant to Section 8.3 hereof) to the payment of the Indebtedness or any part thereof in such priority and amounts as Lender in its sole and absolute discretion shall determine. Any surplus thereafter remaining shall be paid to Pledgor, subject to the rights of any holder of a lien on the Pledged Collateral of which Lender has actual notice.

Section 8.5             Remedies Cumulative. No remedy or right of Lender hereunder, under any of the Loan Documents or otherwise available under applicable Law or in equity, shall be exclusive of any other right or remedy. Each such remedy or right shall be in addition to every other remedy or right now or hereafter existing under applicable Law or in equity. Every remedy or right may be exercised concurrently or independently and when and as often as may be deemed necessary or appropriate by Lender in its sole and absolute discretion.

Section 8.6             Attorney-in-Fact. Without limiting any rights or powers granted by this Agreement to Lender prior to an Event of Default, upon the occurrence and during the continuance of any Event of Default, Lender is hereby appointed the attorney-in-fact of Pledgor for the purpose of executing any instrument that Lender reasonably deems necessary or advisable to confirm the transfer of any of the Pledged Collateral transferred pursuant to a sale conducted in accordance with this Agreement and applicable Law, including, without limitation, to affix to certificates and documents representing any Pledged Collateral the endorsements or other instruments of transfer or assignment delivered with respect thereto and to transfer or cause the transfer of the Pledged Collateral, or any part thereof, on the books of the applicable Borrower to Lender or its nominee. The power of attorney granted pursuant to this Agreement and all authority hereby conferred are granted and conferred solely to protect Lender’s interest in the Pledged Collateral and shall not impose any duty upon Lender to exercise any power. This power of attorney shall be irrevocable as one coupled with an interest for so long as the Release Condition is unsatisfied and shall be automatically revoked upon satisfaction of the Release Condition.

Section 8.7             No Waiver of Rights by Lender. No failure on the part of Lender or any of its agents to exercise or refrain from exercising any available rights, and no course of dealing with respect to any right, power or remedy hereunder, shall operate as a waiver thereof, and no single or partial exercise by Lender or any of its agents of any right, power or remedy hereunder shall preclude any other or further exercise thereof, and the exercise of any other right, power or remedy provided herein is cumulative and not exclusive of any remedies provided by law. No action of Lender permitted hereunder shall in any way impair or otherwise affect any right of Lender or obligation of Pledgor under this Agreement. Lender shall not be liable in any way for any decrease in the value or marketability of any property or collateral securing any of the Obligations which may result from any action or omission of Lender in enforcing any part of this Agreement.

Section 8.8             Bankruptcy Law. Nothing herein shall be deemed to be a waiver of any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provision under the Bankruptcy Code to file a claim for the full amount of the indebtedness of the Loan and other amounts due under the Loan Documents or to require that all of the Pledged Collateral shall continue to secure the Obligations.

Section 9.              Release.

Section 9.1             Release Condition. Subject to Section 9.2 of this Agreement, the terms and provisions hereof and the security interests created hereunder shall in all respects be a continuing agreement, and shall remain in full force and effect until the earlier of (a) the date the Indebtedness has been paid and satisfied in full and all other Obligations then due and payable have been paid in full of (b) in the case of any particular Borrower, the date that the Individual Property owned by such Borrower is released pursuant to a Partial Release under Section 2.7 of the Loan Agreement (as applicable, the “Release Condition”). Upon satisfaction of the Release Condition, Lender shall promptly execute and deliver to Pledgor an instrument or instruments (including appropriate Uniform Commercial Code termination statements), reasonably satisfactory to Pledgor, acknowledging the satisfaction and termination of such pledge, and will duly assign, transfer and deliver to Pledgor such of the Pledged Collateral as may be in the possession of Lender and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by Lender hereunder. In furtherance of Lender’s agreements set forth in the immediately preceding sentence, in the event Borrowers intend to satisfy the Release Condition pursuant to a refinancing or sale of the Property or an Individual Property as to a particular Borrower, Lender shall cause the termination documentation and any certificate(s) in the possession of Lender to be delivered to the applicable escrow agent for such refinancing or sale prior to the closing thereof with instruction to release such termination documentation and such certificates (if any) to Borrower(s) or Pledgor upon Lender’s confirmation of satisfaction of the Release Condition (which confirmation Lender agrees to provide immediately following satisfaction of the Release Condition). In the event that any part of the Pledged Collateral is sold in connection with a sale permitted by terms of this Agreement or the Loan Documents or is otherwise released at the direction of Lender pursuant to this Agreement, and the proceeds of such sale or sales or from such release are to be applied in accordance with the terms of this Agreement or the other Loan Documents, to the extent required to be so applied, Lender, at the request and reasonable expense of Pledgor, will release such Pledged Collateral from this Agreement, and will duly assign, transfer and deliver to Pledgor such of the Pledged Collateral as is then being (or has been) so sold or released and as may be in possession of Lender and has not theretofore been released pursuant to this Agreement.

Section 9.2             Rescinded or Returned Payments. If at any time all or any part of any payment made by any Borrower or any other Loan Party in connection with any Loan Document is rescinded, returned or Lender is otherwise required to hold such payment in trust for or otherwise return the payment to another Person, for any reason whatsoever (including the insolvency, bankruptcy or reorganization of any Loan Party or any other Person), then the Obligations of such Borrower or such other Loan Party shall, to the extent of the payment rescinded or returned, be deemed to have continued in existence notwithstanding such previous payment, and the obligations of Pledgor and the rights of Lender under this Agreement, including the security interests created hereby, shall continue to be effective or be reinstated, as the case may be, as to such payment, all as though such previous payment had never been made.

Section 10.            Miscellaneous.

Section 10.1           Lender Consent and Approval. Except as may otherwise be expressly provided to the contrary, wherever pursuant to the this Agreement Lender exercises any right given to it to consent or not consent, or to approve or disapprove, or any arrangement or term is to be satisfactory to Lender or Lender is otherwise entitled to exercise its judgment or discretion, the decision of Lender to consent or not consent, or to approve or disapprove or to decide that arrangements or terms are satisfactory or not satisfactory or otherwise to exercise its judgment or discretion, shall be in the sole and absolute discretion of Lender and shall be final and conclusive.

Section 10.2           Reasonableness. If at any time Pledgor believes that Lender has not acted reasonably in granting or withholding any approval or consent under the Loan Documents or any other document or instrument now or hereafter executed and delivered in connection therewith or otherwise with respect to the Loan, as to which approval or consent either Lender has expressly agreed to act reasonably, or absent such agreement, a court of law having jurisdiction over the subject matter would require Lender to act reasonably, then Pledgor and each Loan Party shall be entitled to seek injunctive relief, specific performance, and declaratory relief but shall not be entitled to recover damages from Lender unless Lender’s actions were not taken in a manner that pursued a legitimate business purpose of Lender without violating Lender’s duty of good faith and fair dealing.

Section 10.3           Sole Discretion of Lender. Whenever pursuant to this Agreement or any of the Loan Documents, Lender may approve or disapprove any act (or any action) or any document, delivery or other item, or where Lender’s consent or approval is required in any respect or where any document or other item must be satisfactory to Lender, except in those specific instances where Lender has specifically agreed not to unreasonably withhold Lender’s consent pursuant to the terms of this Agreement or any of the Loan Documents, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory or to grant or withhold consent shall be in the sole, absolute and unfettered discretion of Lender, without any express or implied obligation of reasonableness or good faith whatsoever and shall be final and conclusive. Pledgor acknowledges and agrees that in no circumstance shall Pledgor have any claim or cause of action, in contract or in tort, against Lender as a result of the granting or withholding of any such consent or approval. The inclusion of references to Lender’s sole or absolute discretion in any particular provisions of this Agreement or any of the Loan Documents shall not limit or affect the applicability of this Section to all provisions of this Agreement or any of the Loan Documents, including those provisions wherein a specific reference to Lender’s sole and absolute discretion is not made. Without limiting the preceding provisions of this Section, in the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or in bad faith or unreasonably delayed acting in any case where, by applicable 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 in good faith or promptly, Pledgor agrees that neither Lender, Servicer nor their agents or employees shall be liable for any monetary damages (including any special, consequential or punitive damages whatsoever), whether in contract, tort (including negligence and strict liability) or any other legal or equitable principles, and Pledgor’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 or in good faith shall be determined by an action seeking declaratory judgment.

Section 10.4           Principles of Construction. The following principles of construction shall apply to this Agreement:

(i)            The titles and headings of the Sections and subsections of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of such Sections and subsections and shall not be given any consideration in the construction of this Agreement.

(ii)           All references to Sections and Exhibits are to Sections and Exhibits in or to this Agreement unless otherwise specified. Any reference to “this Section” in this Agreement shall mean the Section in which such reference appears, and shall also be deemed refer to the subsections contained in such Section.

(iii)          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.

(iv)          The words “includes”, “including” and similar terms shall be construed as if followed by the words “without limitation.”

(v)           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.

(vi)          Definitions contained in this Agreement or any other Loan Document which identify documents, including this Agreement or any other Loan Document, shall be deemed to include all Amendments thereto.

(vii)         Any reference in the Loan Documents to the successors or assigns of any Loan Party shall not be construed to imply any consent or approval by Lender of any such succession or assignment.

(viii)        Pledgor acknowledges and agrees that this Agreement and the other Loan Documents shall not be construed more strictly against Lender because Lender or its legal counsel was the primary draftsperson of this Agreement or such other Loan Document, as the case may be.

Section 10.5              Successors and Assigns. This Agreement shall (a) create a continuing security interest in the Pledged Collateral; (b) remain in full force and effect for so long as any of the Obligations are outstanding; (c) be binding upon Pledgor and Pledgor’s successors and assigns, and (d) inure to the benefit of Lender and its successors and permitted assigns. Without limiting the foregoing, Lender may assign or otherwise transfer the loan evidenced by the Note or any portion thereof held by it to any other Person in accordance with the terms of the Note, and such other Person shall thereupon become vested with all the benefits in respect thereof granted herein or otherwise. Pledgor may not assign its rights or delegate its obligations under this Agreement without the prior written consent of Lender.

Section 10.6           Legal Tender of United States. All payments hereunder shall be made in coin or currency which at the time of payment is legal tender in the United States of America for public and private debts.

Section 10.7           Time of Essence. Time is of the essence under this Agreement.

Section 10.8           Notices. Notices to Lender and Pledgor shall be deemed given and received in accordance with the Loan Agreement, with the address for Borrowers constituting the address for notices to Pledgor pursuant to this Agreement.

Section 10.9           Entire Agreement. This Agreement constitutes the entire agreement of Pledgor for the benefit of Lender with respect to the subject matter hereof and supersedes any prior agreements with respect to the subject matter hereof.

Section 10.10         No Amendment or Waiver Without Writing. No amendment or waiver of any provision of this Agreement nor consent to any departure by Pledgor herefrom nor release of all or any part of the Pledged Collateral shall in any event be effective unless the same shall be in writing and signed by Lender and Pledgor. Any such waiver or consent or release shall be effective only in the specific instance and for the specific purpose for which it is given or to such greater extent as may be specified in such written instrument.

Section 10.11         Severability. Each provision of this Agreement shall be interpreted so as to be effective and valid under applicable Law, but if any provision of this Agreement shall in any respect be ineffective, unenforceable or invalid under such law, such ineffectiveness, unenforceability or invalidity shall not affect the remainder of such provision or the remaining provisions of this Agreement.

Section 10.12         Cumulative. The obligations of each Pledgor hereunder are joint and several and are in addition to any other obligations Pledgor may now or hereafter have to Lender; provided that the foregoing shall not limit the right of any Pledgor to assert any claim or seek contribution, indemnification or any other form of reimbursement from any other Pledgor, provided all such rights are and shall be subordinate to the rights and remedies of Lender hereunder.

Section 10.13         Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this Agreement to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart.

Section 10.14         No Revocation. This Agreement may not be revoked by Pledgor and shall continue to be effective after any attempted revocation by Pledgor. The liquidation, dissolution or withdrawal of any Borrower or Pledgor shall not terminate or affect this Agreement.

Section 10.15         Subrogation. Pledgor shall not exercise any right of subrogation with respect to any Borrower or any Obligor with respect to payments made to Lender hereunder or otherwise until such time as all Obligations shall have been irrevocably paid and performed in full. In the case of the liquidation, winding-up or bankruptcy of any Borrower or any Obligor (whether voluntary or involuntary) or in the event that any Borrower or any Obligor shall make an arrangement or composition with its creditors, Lender shall have the right to rank first for its full claim and to receive all payments in respect thereof until its claim has been paid in full. To the extent permitted by law, Pledgor irrevocably releases and waives any subrogation rights or right of contribution or indemnity (whether arising by operation of law, contract or otherwise) which Pledgor may have against the Project, any collateral pledged as security for the Loan (including the Property), any Borrower or any Obligor or any Person constituting such Borrower or any Obligor if and to the extent any such right or rights would give rise to a claim under the Bankruptcy Code or any other applicable Law that payments to Lender with respect to the Obligations constitute a preference in favor of Pledgor or a claim under the Bankruptcy Code that any such preference is recoverable from Lender. If Pledgor becomes subrogated by payment or otherwise to any of the rights of Lender pursuant to any of the Loan Documents or applicable Law, the rights of Lender to which Pledgor shall be subrogated shall be accepted by Pledgor “as is” and without any representation or warranty of any kind by Lender, express or implied, with respect to the legality, value, validity or enforceability of any of such rights, or the existence, availability, value, merchantability or fitness for any particular purpose of any collateral and shall be without recourse to Lender. Unless and until all of the Indebtedness is irrevocably paid in full, Pledgor further unconditionally and irrevocably waives any right to enforce any remedy which Lender now has or may hereafter have against any Borrower or any Obligor, and further waives any benefit of, and any right to participate in, any security now or hereafter held by Lender and waives any defense based upon an election of remedies by Lender which destroys or otherwise impairs any subrogation rights of Pledgor or the right of Pledgor to proceed against any Borrower or any Obligor for reimbursement, or both.

Section 10.16         Bankruptcy; Foreclosure. Pledgor acknowledges that a principal purpose of this Agreement is to provide additional collateral to secure Borrower’s payment and performance of the Obligations to Lender in the event of the bankruptcy or insolvency of any Borrower or any other Obligor, the commencement of proceedings by or against any Borrower, Borrower or any other Obligor under the Bankruptcy Code, or the appointment of a trustee or receiver for the estate or assets, or any part thereof, of any Borrower or any other Obligor, and that Lender is entering into the Loan Documents in reliance upon the enforceability of this Agreement in the event of the bankruptcy or insolvency of any Borrower or any other Obligor, the appointment of a trustee or receiver for the assets, or any part thereof, of Borrower or any Obligor, or the commencement of proceedings by or against Borrower, Borrower or any Obligor under the Bankruptcy Code. Pledgor’s obligations under this Agreement shall continue notwithstanding any extension, reduction, modification, composition or other alteration of the Obligations as a result of any proceeding under the Bankruptcy Code (as the Obligations existed without giving effect to any such extension, reduction, modification, composition or other alteration). Accordingly, Pledgor further acknowledges and agrees that in the event that proceedings by Lender against any Borrower or any other Obligor are stayed by or in any court for any reason, or in the event that the Loan Documents are terminated or not enforced by action of a court or trustee in such proceedings, such stay, termination or unenforceability shall not prevent or prohibit any action by Lender upon this Agreement, notwithstanding any potential allegation by Pledgor that enforcement of this Agreement may in any manner inhibit or prevent the reorganization or rehabilitation of any Borrower or any Obligor. Pledgor acknowledges and agrees that Pledgor’s efforts are not necessary for a successful reorganization or rehabilitation of any Borrower or any other Person (including any other Obligor) and Pledgor therefore waives any right to seek a stay or injunction of any proceeding against Pledgor with respect to this Agreement whether based on Section 105 of the Bankruptcy Code or otherwise.

Section 10.17         Subordination. As long as the Obligations remain outstanding, any indebtedness of any Borrower or any Obligor to Pledgor now or hereafter existing is hereby subordinated to the Obligations. Pledgor agrees that Pledgor will not seek, accept, or retain for Pledgor’s own account, any payment from or on behalf of any Borrower or any Obligor on account of such subordinated debt. Pledgor hereby unconditionally and irrevocably agrees that (i) Pledgor will not at any time assert against any Borrower or any Obligor (or the estate of any Borrower or any Obligor in the event Borrower or any Obligor becomes bankrupt or becomes the subject of any case or proceeding under the Bankruptcy Code) any right or claim to indemnification, reimbursement, contribution or payment for or with respect to any amounts Pledgor may pay or be obligated to pay Lender pursuant to this Agreement, and any and all obligations which Pledgor may perform, satisfy or discharge, under or with respect to this Agreement, unless and until all of the Obligations shall have been irrevocably paid in full, and (ii) Pledgor subordinates all such rights and claims (including “claims” as defined in 11 U.S.C. §§ 101 et seq.) to indemnification, reimbursement, contribution, exoneration or payment which Pledgor may have now or at any time against any Borrower or any Obligor (or estate of Borrower or any Obligor in the event Borrower or any Obligor becomes bankrupt or becomes the subject of any case or proceeding under the Bankruptcy Code), whether such rights arise under an express or implied contract or by operation of law, to each of the obligations of any Borrower under the other Loan Documents unless and until all of the Obligations shall have been irrevocably paid in full. Pledgor further agrees not to assign, sell, pledge, hypothecate or otherwise transfer all or any part of the indebtedness of any Borrower or any Obligor owing to Pledgor.

Section 10.18         Facsimile and Photocopy. Lender and Pledgor hereby agree that any PDF, facsimile or photocopy signature on any Loan Document or on any notice, document or other certificate delivered pursuant to the Loan Documents shall be deemed to have the same force and effect as an original signature, and to the fullest extent permitted by applicable Law may be used in lieu of an original signature to evidence the execution and delivery of the document, certificate or instrument to which such facsimile or photocopy signature is attached.

Section 10.19         Governing Law. This Agreement is and shall be deemed made under, governed by, and construed and enforced in accordance with the laws of the State of New York, except that at all times the provisions for the perfection of the liens and security interests created pursuant hereto shall be governed by and construed according to the law of the state in which the Pledgor is organized. Except as expressly set forth in this Section 10.19, the provisions of Section 10.15 of the Loan Agreement are hereby incorporated by reference into this Agreement to the same extent and with the same force and effect as if fully set forth herein (with any reference to “Borrower” meaning “Pledgor” necessary).

Section 10.20         Waivers. EACH OF LENDER AND PLEDGOR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FOREGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT OR ANY CONDUCT, ACT OR OMISSION OF LENDER OR PLEDGOR, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR PLEDGOR, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH OF LENDER AND PLEDGOR HEREBY AGREES THAT THE PROVISIONS CONTAINED HEREIN HAVE BEEN FAIRLY NEGOTIATED ON AN ARMS-LENGTH BASIS, WITH LENDER AND PLEDGDOR AGREEING TO THE SAME KNOWINGLY AND BEING AFFORDED THE OPPORTUNITY TO HAVE ITS LEGAL COUNSEL CONSENT TO THE MATTERS CONTAINED HEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PLEDGOR ALSO WAIVES (I) THE RIGHT TO INTERPOSE ANY SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION, (II) ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE, AND (III) ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, PLEDGOR DOES NOT WAIVE (I) THE DEFENSE THAT AN ACTION ALLEGED BY LENDER DID NOT IN FACT OCCUR, (II) THE DEFENSE OF ACTUAL PAYMENT AND/OR PERFORMANCE OF ALL OR ANY PORTION OF PLEDGOR’S OBLIGATIONS HEREUNDER AND (III) THE DEFENSE OF NON-DELIVERY OF ANY DEMAND REQUIRED TO BE MADE OF PLEDGOR HEREUNDER.

[END OF TEXT; SIGNATURES BEGIN ON NEXT PAGE]

IN WITNESS WHEREOF, Pledgor and Lender have executed and delivered this Agreement as of the date first above written.

PLEDGOR:

IIP Operating Partnership, LP,
a Delaware limited partnership

By:	Innovative Industrial Properties, Inc.,
	a Delaware corporation,
	its sole general partner

	By:	/s/ David Smith
	Name:	David Smith
	Title:	Chief Financial Officer

Signature Page – Pledge and Security Agreement (IIPR Portfolio)

ACCEPTED AND AGREED TO:

LENDER:

THOROFARE ASSET BASED LENDING REIT FUND V, LLC,

a Delaware limited liability company

By:	/s/ Christopher Vago
Name:	Christopher Vago
Title:	Authorized Signatory

Signature Page – Pledge in Borrower

EXHIBIT A

BORROWER ORGANIZATIONAL DOCUMENTS

Certificate of Formation of IIP-OH 2 LLC

Amended and Restated Limited Liability Company Agreement of IIP-OH 2 LLC

Certificate of Formation of IIP-NJ 1 LLC

Amended and Restated Limited Liability Company Agreement of IIP-NJ 1 LLC

Certificate of Formation of IIP-NY 2 LLC

Amended and Restated Limited Liability Company Agreement of IIP-NY 2 LLC

Certificate of Formation of IIP-FL 4 LLC

Amended and Restated Limited Liability Company Agreement of IIP-FL 4 LLC

Certificate of Formation of IIP-FL 2 LLC

10.

Amended and Restated Limited Liability Company Agreement of IIP-FL 2 LLC

11.

Certificate of Formation of IIP-MI 7 LLC

12.

Amended and Restated Limited Liability Company Agreement of IIP-MI 7 LLC

13.

Certificate of Formation of IIP-VA 1 LLC

14.

Amended and Restated Limited Liability Company Agreement of IIP-VA 1 LLC

15.

Certificate of Formation of IIP-PA 5 LLC

16.

Amended and Restated Limited Liability Company Agreement of IIP-PA 5 LLC

Exhibit A

EXHIBIT B

(CONSENT OF BORROWER)

[Omitted.]

Exhibit 10.4

GUARANTY

(UNSECURED)

This GUARANTY (UNSECURED) (this “Guaranty”) is made as of May 5, 2026, by Innovative Industrial Properties, Inc., a Maryland real estate investment trust (“Guarantor”), to and for the benefit of THOROFARE ASSET BASED LENDING REIT FUND V, LLC, a Delaware limited liability company (together with its successors and assigns, collectively, “Lender”), having an address at Thorofare Capital, 200 N. Pacific Coast Highway, Suite 1850, El Segundo, California 90245.

RECITALS:

(A)          Pursuant to that certain Promissory Note, dated of even date herewith, executed by IIP-OH 2 LLC, IIP-NJ 1 LLC, IIP-NY 2 LLC, IIP-FL 4 LLC, IIP-FL 2 LLC, IIP-MI 7 LLC, IIP-VA 1 LLC, and IIP-PA 5 LLC, each a Delaware limited liability company (individually and collectively, “Borrower”), and payable to Lender in the principal amount of Fifty-Six Million Five Hundred Thousand and No/100 Dollars ($56,500,000.00) (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”), Borrower has become indebted, and may from time to time be further indebted, to Lender with respect to a loan (“Loan”) made pursuant to that certain Loan Agreement, of even date herewith between Borrower and Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”).

(B)           Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined).

(C)           Guarantor is the owner of an indirect interest in Borrower, and Guarantor will directly benefit from Lender’s making the Loan to Borrower.

(D)          All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower, and to extend such additional credit as Lender may from time to time extend under the Loan Documents, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

ARTICLE I

NATURE AND SCOPE OF GUARANTY

1.1.          Guaranty of Guaranteed Obligations. Subject to the terms hereof, Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

1.2.          Definition of Guaranteed Obligations. As used herein, the term “Guaranteed Obligations” means all of the obligations and liabilities of Borrower under the Loan Agreement, the Note and the other Loan Documents, including, without limitation, the obligation of Borrower to pay the Indebtedness in accordance with the terms and provisions of the Note, the Loan Agreement and the other Loan Documents.

1.3.          Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor. The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Lender and any subsequent holder of the Note or any part thereof and shall not be discharged by the assignment, modification, transfer or negotiation of all or part of the Note.

1.4.          Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower (other than payment of money), or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

1.5.          Payment By Guarantor. If all or any part of the Guaranteed Obligations shall not be paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, within ten (10) Business Days following written demand by Lender, and without other presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever (other than notice required herein and in the other Loan Documents or expressly required by applicable Laws), all such notices being hereby waived by Guarantor, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

1.6.          No Duty To Pursue Others. It shall not be necessary for Lender (and Guarantor hereby waives any rights which Guarantor may have to require Lender), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other Person, (b) enforce Lender’s rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Lender’s rights against any other guarantor of the Guaranteed Obligations, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations. Except to the extent required by applicable law, Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

1.7.          Waivers. Guarantor hereby waives to the fullest extent now or hereafter not prohibited by applicable law or not otherwise expressly required pursuant to the Loan Documents, but expressly excluding defense of payment of the Indebtedness or the Guaranteed Obligations (I) notice of (a) any loans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or any other Loan Document to which Guarantor is not a party, (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Property, (e) the occurrence of (X) any breach by Borrower of any of the terms or conditions of the Loan Agreement or any other Loan Documents, or (Y) an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof made in accordance with the Loan Agreement, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower, and (i) any other action at any time taken or omitted by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and/or the obligations hereby guaranteed, (II) all suretyship defenses and defenses in the nature thereof (all of which defenses are hereby waived), (III) any right or claim of right to cause a marshalling of the assets of Borrower or of any collateral for the Loan, or to cause Lender to proceed against any of the other security for the Guaranteed Obligations or the Obligations of Borrower before proceeding under this Guaranty against Guarantor, or, if there shall be more than one Guarantor, to require Lender to proceed against any other guarantor of the Guaranteed Obligations or Guarantor in any particular order, (IV) the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against or by Guarantor, (V) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons, (VI) any defense based upon an election of remedies by Lender, (VII) any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Property, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of Borrower or of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (VIII) any lack of notice of disposition or of manner of disposition of any collateral for the Loan, (IX) any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents, (X) any lack of commercial reasonableness in dealing with the collateral for the Loan to the extent such dealings are not inconsistent with the requirements of the Loan Documents, (XI) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed, (XII) an assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan (which is not part of the bankruptcy estate), and (XIII) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Code, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise.

1.8.          No Impairment. The liability of Guarantor hereunder shall in no way be limited, expanded or impaired by, and Guarantor hereby consents to any amendment or modification of the provisions of the Loan Documents to or with Lender by Borrower. In addition, the liability of Guarantor under this Guaranty and the other Loan Documents shall in no way be limited, expanded or impaired by:

(a)          any acceleration of the Loan or any extensions of time for performance required by any of the Loan Documents;

(b)          any amendment to or modification of any of the Loan Documents, or any waiver of any term thereunder;

(c)          any sale, transfer, securitization or assignment of the Loan or any part thereof or any sale, transfer or exchange of all or part of the collateral for the Loan;

(d)          except as otherwise set forth herein, any exculpatory, or nonrecourse, or limited recourse, provision in any of the Loan Documents limiting Lender’s recourse to the collateral for the Loan or to any other property or limiting Lender’s rights to a deficiency judgment against Borrower;

(e)          the accuracy or inaccuracy of the representations and warranties made by or on behalf of Guarantor herein or by or on behalf of Borrower, or any Affiliate or successor of Borrower in any of the Loan Documents;

(f)          the release of Borrower, any Affiliate or successor of Borrower or of any other person or entity from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, Lender’s voluntary act or otherwise;

(g)         the filing of any bankruptcy or reorganization proceeding by or against Borrower, any Affiliate or successor of Borrower or any subsequent owner of the Property;

(h)          the release or substitution in whole or in part of any collateral or security for the Obligations;

(i)           Lender’s failure to otherwise perfect, protect, secure, or insure any security interest or lien given as security for the Obligations;

(j)           the release of any other party now or hereafter liable upon or in respect of this Guaranty or any of the other Loan Documents;

(k)          the invalidity or unenforceability of all or any portion of any of the Loan Documents as to Borrower or any other person or entity;

(l)           any change in the composition of Borrower, including, without limitation, the withdrawal or removal of the beneficial owner from any current or future position of ownership, management or control of Borrower; or

(m)         the taking or failure to take any action of any type whatsoever.

Any of the foregoing may be accomplished with or without notice (except as required by applicable law, this Guaranty or any other Loan Document) to Borrower or Guarantor and with or without consideration.

1.9.          Payment of Expenses. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, within ten (10) Business Days following written demand by Lender, pay to Lender all reasonable actual out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees and costs) incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder together with interest thereon at the Default Rate from the date such request by Lender is received by Guarantor until the date of payment to Lender; provided, however, that Guarantor shall not be required to pay such enforcement costs if Lender was not the prevailing party in the action or for any such enforcement costs or expenses to the extent resulting from the illegal acts, fraud, bad faith, willful misconduct or gross negligence of Lender.

1.10.        Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain (or shall be reinstated to be) in full force and effect to the extent of such restoration or rescission. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

1.11.        Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty, to the extent now or hereafter not prohibited by applicable law, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise. Such waiver, release and abrogation shall apply only until the Loan is indefeasibly repaid in full.

1.12.        Delay Not Waiver. No delay on Lender’s part in exercising any right, power or privilege hereunder or under any of the Loan Documents shall operate as a waiver of any such privilege, power or right. No waiver by Lender in any instance shall constitute a waiver in any other instance

1.13.        Borrower/Guarantor. The term “Borrower” or “Guarantor” as used herein shall include any successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or Guarantor, as the case may be.

1.14.        Bankruptcy Waivers. Notwithstanding anything to the contrary in this Guaranty or in any of the other Loan Documents, 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 Indebtedness or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents. Guarantor expressly waives any defense or benefits arising out of any voluntary or involuntary filing by or on behalf of Borrower for protection under any federal or state bankruptcy, insolvency, or debtor relief laws, including without limitation under Sections 364 or 1111(b)(2) of the Bankruptcy Code.

ARTICLE II

EVENTS AND CIRCUMSTANCES NOT REDUCING OR
DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice (other than such notices as may be required by applicable Laws)) which Guarantor might otherwise have as a result of or in connection with any of the following:

2.1.          Modifications/Sales. Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations (except as provided by any such modification of this Guaranty), the Note, the Security Instrument, the Loan Agreement, the other Loan Documents or any other document, instrument, contract or understanding between Borrower and Lender or any other parties pertaining to the Guaranteed Obligations, or any sale, transfer, securitization, assignment or foreclosure of the Note, the Loan Agreement, the Security Instrument, or any other Loan Documents or any sale or transfer of the Property, or any failure of Lender to notify Guarantor of any such action.

2.2.          Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower or any Guarantor.

2.3.          Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor (except as otherwise set forth herein), or any changes in the shareholders, partners or members, as applicable, of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

2.4.          Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the Guaranteed Obligations, or any part thereof, exceed the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing the Note, the Security Instrument, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the Guaranteed Obligations violate applicable usury laws, (e) the Borrower has valid defenses (except for the defense of payment defense of payment of the Indebtedness or the Guaranteed Obligations), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Security Instrument, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

2.5.          Release of Obligors. Other than in connection with payment in full of the Indebtedness or the Guaranteed Obligations, any full or partial release of the liability of Borrower for the Guaranteed Obligations, or any part thereof, or of any co-guarantor, or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support from any other Person, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons (including Borrower) will be liable to pay or perform the Guaranteed Obligations, or that Lender will look to other Persons (including Borrower) to pay or perform the Guaranteed Obligations.

2.6.          Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

2.7.          Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

2.8.          Care and Diligence. The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

2.9.          Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.

2.10.        Representation. The accuracy or inaccuracy of the representations and warranties made by Guarantor herein or by Borrower in any of the Loan Documents.

2.11.        Offset. The Note, the Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder shall not be reduced, discharged or released by reason of any existing or future right of offset, claim or defense of Borrower (other than payment of money) against Lender, or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise (except for the defense of payment in full of the Guaranteed Obligations).

2.12.        Merger. The reorganization, merger or consolidation of Borrower or Guarantor into or with any Person.

2.13.        Preference. Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or to any other Person.

2.14.        Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it being the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

To induce Lender to enter into the Loan Documents and extend credit to Borrower, Guarantor represents and warrants to Lender as follows as of the date of this Guaranty:

3.1.          Benefit. Guarantor is an Affiliate of Borrower, is the owner of a direct or indirect interest in Borrower, and has received, or will receive, direct or indirect benefit from the making of this Guaranty with respect to the Guaranteed Obligations.

3.2.          Familiarity and Reliance. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

3.3.          No Representation By Lender. Neither Lender nor any other party has made any representation, warranty or statement to Guarantor in order to induce the Guarantor to execute this Guaranty.

3.4.          Guarantor’s Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities, including the Guaranteed Obligations. In addition, copies of the financial statements of Guarantor that have been delivered to Lender as required hereunder fairly and accurately present in all material respects Guarantor’s financial condition as of the dates covered thereby and no material and adverse change has occurred in Guarantor’s financial condition or business since the dates covered thereby to the extent such change would result in a breach of Section 5.2 hereunder.

3.5.          Legality. The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any material contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor, to the extent that such conflict, default or breach would materially and adversely affect Guarantor’s ability to perform its obligations under this Guaranty. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights or general principles of equity.

3.6.          No Litigation. Except as disclosed to Lender in writing, there is no litigation pending, or threatened in a writing received by Guarantor, against Guarantor.

3.7.          Survival. All representations and warranties made by Guarantor herein shall survive the execution hereof (as to their accuracy when made); provided that such representations and warranties are only made as of the date hereof.

ARTICLE IV

SUBORDINATION OF CERTAIN INDEBTEDNESS

4.1.          Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, and whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. For the avoidance of doubt, Guarantor Claims do not include dividends, distributions, returns or other similar payments to be made by Borrower, except to the extent such payments are made in violation of the Loan Agreement.

4.2.          Claims in Bankruptcy. In the event of any receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceeding involving Guarantor as a debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender as collateral for the payment by Guarantor of its obligations under the Guaranty. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims.

4.3.          Payments Held in Trust. Notwithstanding anything to the contrary in this Guaranty, in the event that Guarantor shall receive any funds, payments, claims or distributions in respect of Guarantor Claims which are prohibited by Section 4.1 of this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims and/or distributions so received except to pay such funds, payments, claims and/or distributions promptly to Lender, and Guarantor covenants promptly to pay the same to Lender, which amount(s) shall be held by Lender for application to the Indebtedness.

4.4.          Liens Subordinate. Until such time as the Loan is indefeasibly repaid in full, Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Until such time as the Loan is indefeasibly repaid in full, without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s rights it may have against Borrower, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

ARTICLE V

FINANCIAL COVENANTS

5.1.          Definitions. As used in this Article 5, the following terms shall have the respective meanings set forth below:

(a)          “Liquid Assets” shall mean assets in the form of cash, cash equivalents, obligations of (or fully guaranteed as to principal and interest by) the United States or any agency or instrumentality thereof (provided the full faith and credit of the United States supports such obligation or guarantee), certificates of deposit issued by a commercial bank having net assets of not less than $500 million, securities listed and traded on a recognized stock exchange or traded over the counter and listed in the National Association of Securities Dealers Automatic Quotations, or liquid debt instruments that have a readily ascertainable value and are regularly traded in a recognized financial market.

(b)          “Net Worth” shall mean, as of a given date, (x) the total assets of Guarantor on a as of such date less (y) Guarantor’s total liabilities as of such date, determined in accordance with sound accounting principles consistently applied.

5.2.          Covenants. Until the Indebtedness and the Guaranteed Obligations have been paid in full, (i) Guarantor shall at all times collectively maintain on an combined basis (A) a Net Worth of at least $120,000,000.00, and (B) Liquid Assets having a market value of at least $12,000,000.00, (ii) Guarantor shall deliver to Lender, concurrently with the delivery of each financial statement required to be delivered by or on behalf of Guarantor under the Loan Documents, a certificate signed by Guarantor setting forth in reasonable detail such Guarantor’s Net Worth and Liquid Assets, based on such financial statement, which certificate and financial statement shall be similar in form and substance to those delivered to Lender upon the origination of the Loan.

ARTICLE VI

MISCELLANEOUS

6.1.          Waiver. No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Lender hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand. All waivers hereunder shall be construed only to the extent permitted by applicable law.

6.2.          Notices. All notices or other written communications hereunder shall be delivered in accordance with Section 10.6 of the Loan Agreement, with any notice or other written communication to Guarantor hereunder sent to the address for Borrower under Section 10.6 of the Loan Agreement.

6.3.          Governing Law. This Guaranty shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of New York without regard to principles of conflict of laws.

6.4.          Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

6.5.          Amendments. This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

6.6.          Parties Bound; Assignment; Joint and Several. This Guaranty shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, heirs and legal representatives. Lender may sell, assign, pledge, participate, transfer or delegate, as applicable to one or more Persons all or a portion of its rights and obligations under this Guaranty in connection with any assignment, sale, pledge, participation or transfer of the Loan and the Loan Documents in accordance with the terms thereof. Any assignee or transferee of Lender shall be entitled to all the benefits afforded to Lender under this Guaranty. Except as permitted hereunder or under the Loan Documents, Guarantor shall not have the right to delegate, assign or transfer its rights or obligations under this Guaranty without the prior written consent of Lender, and any attempted assignment, delegation or transfer without such consent shall be null and void. If Guarantor consists of more than one Person, the obligations of each such Person or party under this Guaranty shall be joint and several.

6.7.          Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

6.8.          Recitals. The recitals and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

6.9.          Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

6.10.          Rights and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

6.11.        Entirety. THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF DEALING AMONG GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.

6.12.        Waiver of Right To Trial By Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF GUARANTOR AND LENDER (BY ITS ACCEPTANCE OF THIS GUARANTY) 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 THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, OR THE OTHER 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 EACH OF GUARANTOR AND LENDER AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH OF LENDER AND GUARANTOR IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR AND LENDER, RESPECTIVELY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR ALSO WAIVES (I) THE RIGHT TO INTERPOSE ANY SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION (OTHER THAN A MANDATORY OR COMPULSORY COUNTERCLAIM), (II) ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE, AND (III) ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.

6.13.        Reinstatement in Certain Circumstances. If at any time any payment of the Guaranteed Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such Guaranteed Obligations shall be reinstated as though such payment had been due but not made at such time.

6.14.        Gender; Number; General Definitions. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, (a) words used in this Guaranty may be used interchangeably in the singular or plural form, (b) any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, (c) the word “Borrower” shall mean “each Borrower and any subsequent owner or owners of the Property or any part thereof or interest therein”, (d) the word “Lender” shall mean “Lender and any subsequent holder of the Note”, (e) the word “Property” shall include any portion of the Property and any interest therein, and (f) the phrases “attorneys’ fees”, “legal fees” and “counsel fees” shall include any and all reasonable out-of-pocket attorneys’, paralegal and law clerk fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels (but excluding the fees and disbursements of in-house counsel), actually incurred or paid by Lender in protecting its interest in the Property, the Leases and/or the Rents and/or in enforcing its rights hereunder.

6.15.        No Waiver; Time of Essence. The failure of any party hereto to enforce any right or remedy hereunder, or to promptly enforce any such right or remedy, shall not constitute a waiver thereof nor give rise to any estoppel against such party nor excuse any of the parties hereto from their respective obligations hereunder. Any waiver of such right or remedy must be in writing and signed by the party to be bound. This Guaranty is subject to enforcement at law or in equity, including actions for damages or specific performance. Time is of the essence hereof.

6.16.        Venue. Each of Guarantor and Lender hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the jurisdiction of any New York state court or any United States federal court sitting in the State of New York, in each case in the City of New York, Borough of Manhattan having jurisdiction over any Dispute between such parties with respect to this guaranty. GUARANTOR does hereby appoint Cogency Global, 122 East 42nd Street, 18th Floor, New York, NY 10168, as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any suit, action or proceeding in any federal or state court in New York, New York. Each of Guarantor and Lender hereby irrevocably waives, to the fullest extent permitted by Law, any objection that such party may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum. Nothing herein shall affect the right of Lender to serve process in any manner permitted by Law or limit the right of Lender to bring proceedings against Guarantor in any other court or jurisdiction.

6.17.        Assignments By Lender. Subject to the terms of the Loan Agreement, Lender may at its sole cost and expense, without notice to, or consent of, Guarantor, sell, assign or transfer to or participate with any entity or entities all or any part of the Indebtedness and Lender’s right, title and interest under the Loan Documents in accordance with the Loan Documents, and each such entity or entities shall have the right to enforce the provisions of this Guaranty and any of the other Loan Documents as fully as Lender, provided that Lender shall continue to have the unimpaired right to enforce the provisions of this Guaranty and any of the other Loan Documents as to so much of the Loan that Lender has not sold, assigned or transferred.

6.18.        Unsecured Obligations. Guarantor acknowledges that, notwithstanding any other provision of this Guaranty or any of the Loan Documents to the contrary, the obligations of Guarantor under this Guaranty are not secured by the Security Instrument.

6.19.        Termination. Notwithstanding anything to the contrary contained in this Guaranty, this Guaranty shall terminate and be of no further force or effect at such time as the Indebtedness has been indefeasibly repaid in full.

6.20.        No Third Party Rights. Nothing in this Guaranty, express or implied, shall confer upon any Person other than Guarantor, Lender and their respective successors and assigns, any rights or remedies under or by reason of this Guaranty.

6.21.        Acknowledgment. Guarantor hereby acknowledges that it has read and understands all of the provisions of this Guaranty, including the waiver of jury trial set forth herein, and has been advised by legal counsel as Guarantor has deemed to be necessary or appropriate.

[Signatures on following page]

IN WITNESS WHEREOF, Guarantor has executed this Guaranty the day and year first above written.

GUARANTOR:

Innovative Industrial Properties, Inc.,

a Maryland real estate investment trust

By:	/s/ David Smith
Name:	David Smith
Title:	Chief Financial Officer

Signature Page – Guaranty (IIPR Portfolio)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	IIPR	New York Stock Exchange

Series A Preferred Stock, par value $0.001 per share	IIPR-PA	New York Stock Exchange

Exhibit		Description of Exhibit

10.1*		Loan Agreement, dated as of May 5, 2026, by and between IIP-OH 2 LLC, IIP-NJ 1 LLC, IIP-FL 4 LLC, IIP-FL 2 LLC, IIP NY-2 LLC, IIP-MI 7 LLC, IIP-VA 1 LLC and IIP-PA 5 LLC and Thorofare Asset Based Lending Reit Fund V, LLC.

10.2		Promissory Note, dated as of May 5, 2026, by IIP-OH 2 LLC, IIP-NJ 1 LLC, IIP-FL 4 LLC, IIP-FL 2 LLC, IIP NY-2 LLC, IIP-MI 7 LLC, IIP-VA 1 LLC and IIP-PA 5 LLC in favor of Thorofare Asset Based Lending Reit Fund V, LLC.

10.3*		Pledge and Security Agreement (Interests in Borrowers), dated as of May 5, 2026, by IIP Operating Partnership, LP and Thorofare Asset Based Lending Reit Fund V, LLC.

10.4		Guaranty (Unsecured), dated as of May 5, 2026, by Innovative Industrial Properties, Inc. and Thorofare Asset Based Lending Reit Fund V, LLC.

99.1		Press release dated May 6, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Date: May 6, 2026	INNOVATIVE INDUSTRIAL PROPERTIES, INC.


	By:	/s/ David Smith
	Name:	David Smith
	Title:	Chief Financial Officer and Treasurer